Filing Details
- Accession Number:
- 0000921895-17-000331
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 11:38:48
- Filed By:
- Moab Capital Partners
- Company:
- Armstrong Flooring Inc. (NYSE:AFI)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| MICHAEL M. ROTHENBERG | 1,400,032 | 1,400,032 | 1,400,032 | 5.0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
| Armstrong Flooring, Inc. |
| (Name of Issuer) |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
| 04238R106 |
| (CUSIP Number) |
| December 31, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:*
| x | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*Moab Capital Partners, LLC and Michael M. Rothenberg are filing this Schedule 13G pursuant to Rule 13d-1(b). Moab Partners, L.P. is filing this Schedule 13G pursuant to Rule 13d-1(c).
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
| 1 | NAME OF REPORTING PERSON MICHAEL M. ROTHENBERG | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,400,032 | |
| 6 | SHARED VOTING POWER - 0 - | ||
| 7 | SOLE DISPOSITIVE POWER 1,400,032 | ||
| 8 | SHARED DISPOSITIVE POWER - 0 - | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,032 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% | ||
| 12 | TYPE OF REPORTING PERSON IN, HC | ||
| | (e) | / x / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).* |
| | (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). |
| | (g) | / x / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).** |
| | (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| | (i) | / / | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| | (j) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| | (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). |
| | * Moab LLC is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| | ** Mr. Rothenberg is a control person of Moab LLC in accordance with §240.13d-1(b)(1)(ii)(G). |
| Item 4. | Ownership. |
All ownership information reported in this Item 4 is as of the close of business on December 31, 2016.
Moab LLC
| | (a) | Amount beneficially owned: |
| | 1,400,032 Shares, including 83,331 Shares held in the Managed Account. |
| | (b) | Percent of class: |
| | 5.0% (based upon 27,827,044 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016). |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
| | 1,400,032 Shares |
| | (ii) | Shared power to vote or to direct the vote |
| | 0 Shares |
| | (iii) | Sole power to dispose or to direct the disposition of |
| | 1,400,032 Shares |
| | (iv) | Shared power to dispose or to direct the disposition of |
| | 0 Shares |
Moab LP
| | (a) | Amount beneficially owned: |
| | 1,316,701 Shares |
| | (b) | Percent of class: |
| | 4.7% (based upon 27,827,044 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016). |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
| | 1,316,701 Shares |
| | (ii) | Shared power to vote or to direct the vote |
| | 0 Shares |
| | (iii) | Sole power to dispose or to direct the disposition of |
| | 1,316,701 Shares |
| | (iv) | Shared power to dispose or to direct the disposition of |
| | 0 Shares |
Mr. Rothenberg
| | (a) | Amount beneficially owned: |
| | 1,400,032, including 83,331 Shares held in the Managed Account. |
| | (b) | Percent of class: |
| | 5.0% (based upon 27,827,044 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2016 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2016). |
| | (c) | Number of shares as to which such person has: |
| | (i) | Sole power to vote or to direct the vote |
| | 1,400,032 Shares |
| | (ii) | Shared power to vote or to direct the vote |
| | 0 Shares |
| | (iii) | Sole power to dispose or to direct the disposition of |
| | 1,400,032 Shares |
| | (iv) | Shared power to dispose or to direct the disposition of |
| | 0 Shares |
The Shares are owned directly by Moab LP and held in the Managed Account. Moab LLC, as the investment adviser to Moab LP and the Managed Account, may be deemed to beneficially own the Shares owned directly by Moab LP and held in the Managed Account. Mr. Rothenberg, as an owner and a Managing Member of Moab LLC, may be deemed to beneficially own the Shares owned directly by Moab LP and held in the Managed Account.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on June 28, 2016.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2017 | |||
| MOAB PARTNERS, L.P. | |||
| By: | Moab Capital Partners, LLC, its Investment Adviser | ||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Managing Director | ||
| MOAB CAPITAL PARTNERS, LLC | |||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Managing Director | ||
| /s/ Michael M. Rothenberg | |
| MICHAEL M. ROTHENBERG |