Large owner Alta Fox Opportunities Fund, Lp converted options into 3,968,033 shares and acquired 40,580 shares (SEC Form 4)
$DAKT
Miscellaneous manufacturing industries
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DAKTRONICS INC /SD/ [ DAKT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/03/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/03/2024 | C(1) | 1,109,350 | A | $6.31 | 3,074,336 | I | See footnote(2) | ||
| Common Stock | 01/03/2025 | C(1) | 1,095,114 | A | $6.31 | 4,169,450 | I | See footnote(2) | ||
| Common Stock | 01/03/2025 | J(3) | 14,236 | A | $0 | 4,183,686 | I | See footnote(2) | ||
| Common Stock | 02/03/2025 | C(1) | 1,087,065 | A | $6.31 | 5,270,751 | I | See footnote(2) | ||
| Common Stock | 02/03/2025 | J(3) | 22,285 | A | $0 | 5,293,036 | I | See footnote(2) | ||
| Common Stock | 03/03/2025 | C(1) | 676,504 | A | $6.31 | 5,969,540 | I | See footnote(2) | ||
| Common Stock | 03/03/2025 | J(3) | 4,059 | A | $0 | 5,973,599 | I | See footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Senior Secured Convertible Notes | $6.31 | 12/03/2024 | C | 1,109,350 | (4) | (4) | Common Stock | 1,109,350 | $0 | 2,858,683 | I | See footnote(2) | |||
| Senior Secured Convertible Notes | $6.31 | 01/03/2025 | C | 1,095,114 | (4) | (4) | Common Stock | 1,095,114 | $0 | 1,763,569 | I | See footnote(2) | |||
| Senior Secured Convertible Notes | $6.31 | 02/03/2025 | C | 1,087,065 | (4) | (4) | Common Stock | 1,087,065 | $0 | 676,504 | I | See footnote(2) | |||
| Senior Secured Convertible Notes | $6.31 | 03/03/2025 | C | 676,504 | (4) | (4) | Common Stock | 676,504 | $0 | 0 | I | See footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares were issued upon conversion of Senior Secured Convertible Notes (the "Convertible Notes"), in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 (the "Act") pursuant to Rule 16b-6(b) promulgated under the Act. The December 3, 2024, conversion includes 6,068 shares, previously reported on Form 3, issued in connection with an interest payment on the Convertible Notes. |
| 2. This Form 4 is being filed by Alta Fox Opportunities Fund, LP, a Delaware limited partnership ("Alta Fox Opportunities"); Alta Fox GenPar, LP, a Delaware limited partnership ("Alta Fox GP"), the general partner of Alta Fox Opportunities; Alta Fox Equity, LLC, a Delaware limited liability company ("Alta Fox LLC"), the general partner of Alta Fox GP; Alta Fox Capital Management, LLC, a Texas limited liability company, the investment manager of Alta Fox Opportunities; and P. Connor Haley, the sole owner, member and manager of each of Alta Fox Capital and Alta Fox LLC (collectively, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
| 3. The shares were issued in connection with an interest payment on the Convertible Notes. |
| 4. On May 11, 2023, the Issuer entered into a Securities Purchase Agreement with Alta Fox Opportunities, pursuant to which the Issuer issued the Convertible Notes to Alta Fox Opportunities in the total original principal amount of $25 million. A portion of the principal amount of the Convertible Notes, together with accrued and unpaid interest, converted into shares of the Issuer's Common Stock at an initial per share conversion price of $6.31. |
| ALTA FOX OPPORTUNITIES FUND, LP, By: Alta Fox GenPar, LP, its general partner, /s/ P. Connor Haley, Authorized Signatory | 03/05/2025 | |
| ALTA FOX GENPAR, LP, By: Alta Fox Equity, LLC, its general partner, /s/ P. Connor Haley, Authorized Signatory | 03/05/2025 | |
| ALTA FOX EQUITY, LLC, By: P. Connor Haley, its manager, /s/ P. Connor Haley, Authorized Signatory | 03/05/2025 | |
| ALTA FOX CAPITAL MANAGEMENT, LLC, By: P. Connor Haley, its manager, /s/ P. Connor Haley, Authorized Signatory | 03/05/2025 | |
| /s/ P. Connor Haley | 03/05/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||