SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hale Steven A II

(Last)

(First)

(Middle)

2115 E. 7TH ST.

SUITE 101

(Street)

CHARLOTTE

28204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HG Holdings, Inc. [ STLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.02 per share	06/28/2019		A		333,333⁽¹⁾	A	$0	333,333⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock award will vest on June 28, 2022.

2. Does not include an aggregate of 2,492,068 shares of Common Stock held directly by Clark - Hale Fund, L.P., MGEN II - Hale Fund, L.P., and Hale Partnership Fund, L.P. (collectively, the "Hale Funds"). Hale Partnership Capital Advisors, LLC ("Hale GP") is general partner to each of the Hale Funds, Hale Partnership Capital Management, LLC ("Hale Advisor") is investment manager to each of the Hale Funds, and the Reporting Person is a principal of each of Hale GP and Hale Advisor, and as such, each of Hale GP, Hale Advisor, and the Reporting Person may be deemed to be the beneficial owner of the shares held directly by the Hale Funds. Each of the Hale Funds, Hale GP, Hale Advisor and the Reporting Person has disclaimed any beneficial ownership of the shares held directly by the Hale Funds except to the extent of his or its pecuniary interest.

3. Does not include 725,464 shares of Common Stock held in a discretionary separately managed account (the "Managed Account") for which Hale Advisor serves as investment manager. Each of Hale Advisor and the Reporting Person may be deemed to be beneficial owner of the shares held in the Managed Account. The Reporting Person has disclaimed beneficial ownership of the shares held in the Managed Account except to the extent of his pecuniary interest.

4. Ending balance has been adjusted to remove restricted stock award awarded in 2018 that was scheduled to vest on May 10, 2019 but for which required performance metrics were not met.

	/s/ Steven A. Hale II	07/01/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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