UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Handleman
Company
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
410252100
(CUSIP
Number)
December 31,
2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d–1(b)
x Rule
13d–1(c)
o Rule
13d–1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
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CUSIP
No. 410252100
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(1)
Names of reporting persons
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Nantahala
Capital Management, LLC
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(2)
Check the appropriate box if a member of a group
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(a)
o
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(see
instructions)
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(b)
o
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(3)
SEC use only
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(4)
Citizenship or place of organization
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MA
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Number
of shares beneficially owned by each reporting person
with:
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(5)
Sole voting power
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1,543,273
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(6)
Shared voting power
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0
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(7)
Sole dispositive power
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1,543,273
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(8)
Shared dispositive power
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0
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(9)
Aggregate amount beneficially owned by each reporting
person
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1,543,273
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(10)
Check if the aggregate amount in Row (9) excludes certain shares (see
instructions)
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o
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(11)
Percent of class represented by amount in Row (9)
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7.528%
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(12)
Type of reporting person (see instructions)
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OO
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Item 1(a)
Name of issuer: Handleman
Company
Item 1(b)
Address of issuer's principal executive offices: 500 Kirts Boulevard, P.O.
Box 7045; Troy, MI 48084-4142
2(a) Name
of person filing:
Nantahala Capital
Management, LLC
2(b)
Address or principal business office or, if none, residence:
100 First Stamford Place,
2nd Floor, Stamford, CT
06902
2(c)
Citizenship:
Massachusetts,
USA
2(d)
Title of class of securities:
Common
Stock
2(e)
CUSIP No.:
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 associations
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). If filing as a non-U.S. institution in accordance
with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:
____
Not
applicable.
Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 1,543,273.
(b)
Percent of class: 7.528%.
(c)
Number of shares as to which the person has:
(i) Sole
power to vote or to direct the vote 1,543,273.
(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.
(iv)
Shared power to dispose or to direct the disposition of 0.
Instruction. For computations
regarding securities which represent a right to acquire an underlying security
see
§240.13d–3(d)(1).
Item 5. Ownership of 5
Percent or Less of a Class. 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 5 percent of the class of securities, check the following
o.
Instruction. Dissolution of a
group requires a response to this item.
Item 6. Ownership of More
than 5 Percent on Behalf of Another Person. If any other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest relates to
more than 5 percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Item 7. Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on
by the Parent Holding Company or Control Person. If a parent holding company or
control person has filed this schedule pursuant to Rule 13d–1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity and the Item
3 classification of the relevant subsidiary. If a parent holding company or
control person has filed this schedule pursuant to Rule 13d–1(c) or Rule
13d–1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item
8. Identification and Classification of Members of the Group
If a
group has filed this schedule pursuant to §240.13d–1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d–1(c) or Rule 13d–1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution
of Group. Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item
10. Certifications
(a) The
following certification shall be included if the statement is filed pursuant to
§240.13d–1(b):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
(b) The
following certification shall be included if the statement is filed pursuant to
§240.13d–1(b)(1)(ii)(J), or if the statement is filed pursuant to
§240.13d–1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution
eligible to file pursuant to §240.13d–1(b)(1)(ii)(J):
By
signing below I certify that, to the best of my knowledge and belief, the
foreign regulatory scheme applicable to [insert particular category of
institutional investor] is substantially comparable to the regulatory scheme
applicable to the functionally equivalent U.S. institution(s). I also undertake
to furnish to the Commission staff, upon request, information that would
otherwise be disclosed in a Schedule 13D.
(c) The
following certification shall be included if the statement is filed pursuant to
§240.13d–1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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February
10, 2011
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Date
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/s/
Wilmot B. Harkey
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Signature
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Wilmot
B. Harkey, Managing Member
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative other than an executive officer or
general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, Provided, however, That a
power of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his
signature.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d–7 for other parties for
whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).