SEC Form SC 13D/A filed by Armstrong Flooring Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 1)*

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  [X].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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 disclosures provided in a prior cover page.

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).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All of the Shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the respective Reporting Person. The aggregate amount of funds used for the purchase of the securities held by the Reporting Persons was approximately $110,563, including commissions.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor from time to time (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge its economic exposure to the securities of the Issuer without affecting its beneficial ownership.

Except as otherwise disclosed in this Item 4, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a periodic basis and may from time to time engage in discussions with management and the Board, the U.S. Trustee and other shareholders and potential shareholders of the Issuer concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their respective investments in the Issuer as they deem appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, Board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of its securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing its intention with respect to any and all matters referred to in this Item 4.

Item 5 of the schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)                          The aggregate percentage of Common Stock reported owned by the Reporting Persons is based upon 21,779,575 Shares of Common Stock outstanding as of February 28, 2022, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s First Amendment to its Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 2, 2022.

As of the date hereof, Esopus Creek Fund beneficially owned 454,000 Shares, constituting approximately 2.1% of the Shares outstanding. By virtue of his relationships with each of Esopus Fund discussed in further detail in Item 2, Mr. Sole and Esopus Creek Advisors may be deemed to beneficially own the Shares owned directly by  Esopus Creek Fund, as well as the Shares that he owns directly. Esopus Creek Fund, Esopus Creek Advisors and Mr. Sole have shared voting and dispositive power over the Shares of Common Stock directly held by Esopus Creek Fund.

As of the date hereof, the Reporting Persons beneficially own an aggregate of 454,000 Shares, constituting approximately 2.1% of the outstanding Shares. Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(c)            The Reporting Persons have not entered into any transactions in the Common Stock during the past sixty days, except as set forth on Schedule 1 hereto.

(d)            No Person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that may be beneficially owned by the Reporting Persons.

(e)            The Reporting Persons ceased to beneficially own more than five percent (5%) of the Common Stock on May 23, 2022.

Item 6 is hereby amended and restated in its entirety as follows:

Effective as of May 26, 2022, the joint filing agreement, dated as of May 11, 2022, was terminated.

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.

Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days

¹ Including any brokerage fees