Common Stock, par
value $0.01
|
410252100
|
CUSIP
NO. 410252100
|
13G
|
1
|
NAME
OF REPORTING PERSONS
Nantahala
Capital Management, LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Massachusetts
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,543,273
shares
|
|
6
|
SHARED
VOTING POWER
0
|
||
7
|
SOLE
DISPOSITIVE POWER
1,543,273
shares
|
||
8
|
SHARED
DISPOSITIVE POWER
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,543,273
shares
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.53%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
Item
1 (a).
|
Name
of Issuer:
|
Handleman
Company
|
Item
1 (b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
500
Kirts Boulevard
Troy,
Michigan 48084-5225
|
Item
2 (a).
|
Name
of Person Filing:
|
Nantahala
Capital Management, LLC
|
Item
2 (b).
|
Address
of Principal Business Office or, if none, Residence:
|
265
Church Street, Suite 201
New
Haven, Connecticut 06510
|
Item
2 (c).
|
Citizenship:
|
Massachusetts
|
Item
2 (d).
|
Title
of Class of Securities:
|
Common
Stock, par value $0.01 per share
|
Item
2 (e).
|
CUSIP
Number:
|
410252100
|
Item
3.
|
If
this Statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b)
or
|
|
(c), check whether the person
filing is a:
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
|
|
(b)
|
o
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
|
|
(c)
|
o
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
|
|
(d)
|
o
|
Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8);
|
|
(e)
|
o
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
|
|
(j)
|
o
|
A
non-U.S. institution, in accordance with
§240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
|
Not
applicable.
|
(a)
|
Amount beneficially
owned:
|
1,543,273
shares
|
|
(b).
|
Percent of
class:
|
7.53%
|
|
(c)
|
Number of shares as to which
such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
1,543,273
shares
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
1,543,273
shares
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
0
|
|
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 o.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
|
SIGNATURE
|
|
|
/s/ Wilmot B. Harkey | |
Wilmot B. Harkey | |||
Managing Member |