Amendment: SEC Form SCHEDULE 13D/A filed by Daktronics Inc.
$DAKT
Miscellaneous manufacturing industries
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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DAKTRONICS INC /SD/ (Name of Issuer) |
Common Stock, par value $0.00001 per share (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) |
10/24/2025 (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
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| 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)
(a)
(b)
| ||||||||
| 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
4,430,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| 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)
(a)
(b)
| ||||||||
| 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
4,430,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| 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)
(a)
(b)
| ||||||||
| 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
4,430,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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)
(a)
(b)
| ||||||||
| 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
4,430,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 234264109 |
| 1 |
Name of reporting person
P. CONNOR HALEY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 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
4,430,799.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (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. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 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 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended as follows:
The Shares purchased by Alta Fox Opportunities were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Exhibit 1, which is incorporated by reference herein. The aggregate purchase price of the 4,430,799 Shares beneficially owned by Alta Fox Opportunities is approximately $26,554,234, including brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
On October 24, 2025, the Reporting Persons entered into an Amendment to the Cooperation Agreement with the Issuer (the "Amendment"), which amended the Agreement. The Amendment provides that the Issuer's investor day will now be held no later than May 2, 2026, which is the Issuer's 2026 fiscal year end.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| 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 48,530,238 Shares outstanding, as of September 2, 2025, 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 September 10, 2025.
Alta Fox Opportunities
(a) As of the date hereof, Alta Fox Opportunities beneficially owns 4,430,799 Shares.
Percentage: Approximately 9.1%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,430,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,430,799
(c) The transactions in the Shares by Alta Fox Opportunities during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. | |
| (b) | Alta Fox GP
(a) Alta Fox GP, as the general partner of Alta Fox Opportunities, may be deemed the beneficial owner of the 4,430,799 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 9.1%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,430,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,430,799
(c) Alta Fox GP has not entered into any transactions in the Shares during the past sixty days. | |
| (c) | Alta Fox LLC
(a) Alta Fox LLC, as the general partner of Alta Fox GP, may be deemed the beneficial owner of the 4,430,799 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 9.1%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,430,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,430,799
(c) Alta Fox LLC has not entered into any transactions in the Shares during the past sixty days. | |
| (d) | Alta Fox Capital
(a) Alta Fox Capital, as the investment manager of Alta Fox Opportunities, may be deemed the beneficial owner of the 4,430,799 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 9.1%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,430,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,430,799
(c) Alta Fox Capital has not entered into any transactions in the Shares during the past sixty days. | |
| (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 4,430,799 Shares owned by Alta Fox Opportunities.
Percentage: Approximately 9.1%
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,430,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,430,799
(c) Mr. Haley has not entered into any transactions in the Shares during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
On October 24, 2025, the Reporting Persons and the Issuer entered into the Amendment, as defined and described in Item 4 above, which is attached as Exhibit 99.1 and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
Exhibit 1: Transactions in the Shares.
Exhibit 99.1: First Amendment to Cooperation 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 October 24, 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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