Filing Details
- Accession Number:
- 0001539497-25-000841
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-04 19:00:00
- Filed By:
- ALTA FOX OPPORTUNITIES FUND, LP
- Company:
- Daktronics Inc (NASDAQ:DAKT)
- Filing Date:
- 2025-03-05
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
ALTA FOX OPPORTUNITIES FUND, LP | 0 | 5,973,599 | 0 | 5,973,599 | 5,973,599 | 11.7% |
ALTA FOX GENPAR, LP | 0 | 5,973,599 | 0 | 5,973,599 | 5,973,599 | 11.7% |
ALTA FOX EQUITY, LLC | 0 | 5,973,599 | 0 | 5,973,599 | 5,973,599 | 11.7% |
ALTA FOX CAPITAL MANAGEMENT, LLC | 0 | 5,973,599 | 0 | 5,973,599 | 5,973,599 | 11.7% |
P. CONNOR HALEY | 0 | 5,973,599 | 0 | 5,973,599 | 5,973,599 | 11.7% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
DAKTRONICS INC /SD/ (Name of Issuer) |
Common Stock, no par value (Title of Class of Securities) |
234264109 (CUSIP Number) |
CONNOR HALEY ALTA FOX CAPITAL MANAGEMENT, LLC, 640 Taylor Street, Ste. 2522 Fort Worth, TX, 76102 (817) 639-2369 SEBASTIAN ALSHEIMER, ESQ. WILSON SONSINI GOODRICH & ROSATI, 1301 Avenue of the Americas New York, NY, 10019 (212) 999-5800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. | 234264109 |
1 |
Name of reporting person
ALTA FOX OPPORTUNITIES FUND, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
WC | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,973,599.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to rows (8)(10)(11)(13): Includes 680,563 Shares currently issuable upon the conversion of certain Convertible Notes (as defined in the Schedule 13D).
SCHEDULE 13D
|
CUSIP No. | 234264109 |
1 |
Name of reporting person
ALTA FOX GENPAR, LP | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,973,599.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to rows (8)(10)(11)(13): Includes 680,563 Shares currently issuable upon the conversion of certain Convertible Notes.
SCHEDULE 13D
|
CUSIP No. | 234264109 |
1 |
Name of reporting person
ALTA FOX EQUITY, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
DELAWARE
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,973,599.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to rows (8)(10)(11)(13): Includes 680,563 Shares currently issuable upon the conversion of certain Convertible Notes.
SCHEDULE 13D
|
CUSIP No. | 234264109 |
1 |
Name of reporting person
ALTA FOX CAPITAL MANAGEMENT, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
TEXAS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,973,599.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to rows (8)(10)(11)(13): Includes 680,563 Shares currently issuable upon the conversion of certain Convertible Notes.
SCHEDULE 13D
|
CUSIP No. | 234264109 |
1 |
Name of reporting person
P. CONNOR HALEY | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
5,973,599.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
11.7 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to rows (8)(10)(11)(13): Includes 680,563 Shares currently issuable upon the conversion of certain Convertible Notes.
SCHEDULE 13D
|
Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, no par value | |
(b) | Name of Issuer:
DAKTRONICS INC /SD/ | |
(c) | Address of Issuer's Principal Executive Offices:
PO BOX 5128, 201 DAKTRONICS DRIVE, BROOKINGS,
SOUTH DAKOTA
, 57006. | |
Item 1 Comment:
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall the meanings given to them in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On March 3, 2025 (the "Effective Date"), the Reporting Persons entered into a cooperation agreement with the Issuer (the "Agreement") regarding the composition of the Board and certain other matters. The following description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Agreement, the Issuer agreed, among other things, to (i) appoint Peter Feigin (the "New Director") to the Board with a term expiring at the Issuer's 2027 Annual Meeting of Shareholders (the "2027 Annual Meeting"), (ii) appoint the New Director to the Transformation Committee of the Board, (iii) increase the size of the Board from eight (8) to nine (9) directors, (iv) not re-nominate one of the Issuer's incumbent directors for re-election to the Board at the Issuer's 2025 Annual Meeting of Shareholders, and (v) amend the Issuer's Bylaws to require a Lead Independent Director in the event that the Chairperson of the Board is not an independent director.
The Agreement also provides that the Board, in consultation with the Compensation Committee of the Board, shall engage an independent compensation consultant no later than March 31, 2025, to conduct a review of the Issuer's compensation program. Moreover, as soon as practical following the Effective Date, the Issuer will take all necessary actions to amend its Shareholder Rights Agreement, dated as of November 16, 2018, as amended on November 19, 2021 and November 19, 2024, by and between the Issuer and Equiniti Trust Company, LLC (the "Rights Agreement") such that the Final Expiration Date (as defined in the Rights Agreement) shall occur as promptly as practicable following Effective Date. Additionally, no later than December 31, 2025, the Issuer will hold an investor day and provide mid and long term targets with respect to certain financial metrics and a capital allocation policy. The Reporting Persons will also provide input on the Issuer's ongoing search for a new Chief Financial Officer.
Under the Agreement, the Reporting Persons agreed to abide by customary standstill restrictions and voting commitments, to the extent they remain in effect until the Termination Date. The Termination Date is defined in the Agreement until the day following the conclusion of the 2027 Annual Meeting. Until the Termination Date, the Reporting Persons and the Issuer also agreed to a mutual non-disparagement clause and the withdrawal of all litigation. The Agreement also provides that if the New Director ceases to be a member of the Board during the Standstill Period, as defined in the Agreement, the Reporting Persons will have qualified replacement rights.
The Reporting Persons also agreed to take all necessary actions to immediately cease any solicitation activities in connection with the 2025 Special Meeting and to, no later than five (5) business days following the Effective Date, dismiss with prejudice all claims asserted in any actions against the Issuer, including, without limitation, the Alta Fox Litigation.
The Issuer and the Reporting Persons also made certain customary representations and agreed on a mutually agreeable press release announcing certain terms of the Agreement. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Items 5 (a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon a denominator that is the sum of (i) 46,986,282 Shares outstanding, as of November 25, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 4, 2024 and (ii) 4,008,613 Shares, including 680,563 Shares that are currently issuable upon the conversion of the Convertible Notes.
A. Alta Fox Opportunities
(a) As of the date hereof, Alta Fox Opportunities beneficially owns 5,973,599 Shares, including 680,563 Shares currently issuable upon the conversion of certain Convertible Notes.
Percentage: Approximately 11.7%
B. Alta Fox GP
(a) Alta Fox GP, as the general partner of Alta Fox Opportunities, may be deemed the beneficial owner of the 5,973,599 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 11.7%
C. Alta Fox LLC
(a) Alta Fox LLC, as the general partner of Alta Fox GP, may be deemed the beneficial owner of the 5,973,599 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 11.7%
D. Alta Fox Capital
(a) Alta Fox Capital, as the investment manager of Alta Fox Opportunities, may be deemed the beneficial owner of the 5,973,599 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 11.7%
E. Mr. Haley
(a) Mr. Haley, as the sole owner, member and manager of each of Alta Fox Capital and Alta Fox LLC, may be deemed the beneficial owner of the 5,973,599 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 11.7% | |
(b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 5,973,599
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 5,973,599 | |
(c) | Alta Fox Opportunities has not entered into any transactions in the Shares during the past sixty days.
Alta Fox GP has not entered into any transactions in the Shares during the past sixty days.
Alta Fox LLC has not entered into any transactions in the Shares during the past sixty days.
Alta Fox Capital has not entered into any transactions in the Shares during the past sixty days.
Mr. Haley has not entered into any transactions in the Shares during the past sixty days. | |
Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
99.1 Agreement by and among Alta Fox Capital Management, LLC, Alta Fox Opportunities Fund, LP, Alta Fox GenPar, LP, Alta Fox Equity, LLC and P. Connor Haley, and Daktronics, Inc., dated as of March 3, 2025. |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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