Sec Form 13D Filing - ASKELADDEN CAPITAL MANAGEMENT LLC filing for AstroNova, Inc. (ALOT) - 2025-03-27

The address of the principal business and the principal office of the Reporting Persons is 1452 Hughes Road, Suite 200 #582, Grapevine, Texas 76051.

Each of the Reporting Persons is principally engaged in the business of acquiring, holding, voting and disposing of various public securities investments.

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Askeladden is organized under the laws of the State of Texas.

The total cost for purchases of Common Stock by Askeladden, on behalf of its clients, including brokerage commissions, was approximately $8,359,658 (including shares held in Askeladden client accounts for Mr. Patel). The source of funds for the shares of Common Stock acquired for the accounts of Askeladden's clients were funds of such clients.

This Amendment No. 1 to Schedule 13D (this 'Amendment No. 1') amends and supplements the Schedule 13D filed on March 17, 2025 (as amended and supplemented through the date of this Amendment No. 1) by the Reporting Persons relating to the common stock of the Issuer. The shares of Common Stock covered by this statement were originally acquired by the Reporting Persons in the ordinary course of business solely for investment purposes and not for the purposes of participating in or influencing the management of the Issuer. The Reporting Persons initially filed Schedule 13G with respect to shares of Common Stock of the Issuer on June 19, 2020 and have subsequently filed amendments thereto as required and applicable. Subsequent events have led the Reporting Persons to advocate for certain actions by the Issuer as described below.The Reporting Persons have acquired the Shares based on their belief that they represent an attractive investment opportunity. The Reporting Persons are disappointed in the Issuer's operating performance and the lack of transparency regarding its plans to address persistent shareholder value destruction.The Reporting Persons are engaging with the Issuer's management and Board of Directors to explore all potential avenues to maximize value for all shareholders. Depending on various factors, including but not limited to the Issuer's financial position, strategic direction, and market conditions, the Reporting Persons have and may take further actions as deemed appropriate and as further described below. Such actions may include engaging in discussions with other shareholders; making recommendations concerning the Issuer's strategic direction; pursuing other initiatives to enhance shareholder value; seeking representation on the Issuer's Board of Directors; or effecting changes in the Issuer's executive management as needed. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and may, at any time, formulate plans or proposals that could result in any of the foregoing actions.On March 20, 2025, Mr. Patel, in compliance with the Issuer's by-laws, submitted to the Issuer formal notice of intent (the '2025 Notice') to present a stockholder proposal and nominate candidates for election to the Issuer's Board of Directors, in each case, at the 2025 annual meeting of stockholders of the Issuer (including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof, the '2025 Annual Meeting').The 2025 Notice stated that at the 2025 Annual Meeting, Mr. Patel, in his capacity as the 'Nominating Stockholder' (as defined in the by-laws), intends to nominate certain individuals (each a '2025 Nominee' and collectively, the '2025 Nominees') for election as directors of the Issuer.In the 2025 Notice, the Nominating Shareholder indicated that the execution and delivery of the 2025 Notice shall not constitute a waiver of the rights of the Nominating Shareholder and affiliates to contest the validity of (i) the nominating procedures or any provision of the Issuer's by-laws or (ii) any determinations made by the officers of the Issuer or by the Issuer's Board of Directors with respect to the matters contemplated by the nominating materials. Furthermore, if the Issuer's Board of Directors increases the number of directors to be nominated and elected at the 2025 Annual Meeting, the Nominating Shareholder reserves the right to add additional director nominees in respect of each such additional directorship. Additional nominations made pursuant to the preceding sentence are without prejudice to the right of the Nominating Shareholder to assert that any attempt by the Issuer to alter the size of the Board of Directors or reconstitute or reconfigure the classes in which the current directors of the Company serve prior to the 2025 Annual Meeting constitutes an unlawful manipulation of the Issuer's corporate machinery.Pursuant to SEC Rule 14a-19, the Nominating Shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Issuer's nominees. Pursuant to SEC Rule 14a-4, the Nominating Shareholder intends to send a proxy statement and form of proxy to holders of at least the percentage of the Issuer's voting shares required to carry the proposal and intends to provide the requisite notice when that has occurred.As to each 2025 Nominee, the Nominating Shareholder states that if any or all of them are elected to the Board, they will be entitled to receive the same compensation, indemnification and other benefits as any other Director of the Company, with the exception that if elected, Samir Patel will only accept indemnification, reimbursement of legal and compliance costs related to the nomination/proxy process and his directorship, and reasonable travel reimbursement. He will waive any right to cash fees or stock/option awards. The Nominating Shareholder notes that his sole motivation in seeking election as a Director is to maximize value for all shareholders, including his clients.There is no agreement, arrangement or understanding between the Nominating Shareholder and each 2025 Nominee and any other person or persons pursuant to which the nominations are being made or who may participate in the solicitation of proxies for the election in favor of electing the 2025 Nominees. The Nominating Shareholder intends to notify the Issuer in writing of any such agreements, arrangements, or understandings in effect as of the record date of the 2025 Annual Meeting promptly following the date notice of the record date is first publicly disclosed.Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time.

Item 5 is hereby amended and restated in its entirety as follows: The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person as of the time of filing on March 27, 2025, is stated in Items 11 and 13 on the cover page(s) hereto.Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any sy ndicate or group with respect to the Issuer or any securities of the Issuer. The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

i. sole power to vote or direct the voteSee Item 7 on the cover page(s) hereto.ii. shared power to vote or direct the voteSee Item 8 on the cover page(s) hereto.iii. sole power to dispose or to direct the disposition of:See Item 9 on the cover page(s) hereto.iv. shared power to dispose or to direct the disposition of:See Item 10 on the cover page(s) hereto.The Reporting Persons own directly the shares of Common Stock reported in this Schedule 13D and each of them has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares of Common Stock directly owned by them.As the investment manager of its clients' funds, Askeladden may be deemed to have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) any shares of Common Stock directly owned in each client account.Askeladden does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock owned directly in client accounts.The Reporting Persons have shared voting power and sole dispositive power with regard to 692,716 shares of Common Stock.

The transactions effected by the Reporting Persons in the Common Stock during the past 60 days are set forth on Schedule A to this Statement. Each of these transactions was executed through the open market.

Not applicable as all of the shares of Common Stock that are indicated as beneficially owned by Askeladden are beneficially owned by Askeladden on behalf of its investment advisory clients. In all cases, persons other than Askeladden have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares.

Not applicable.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Except as otherwise described herein and in the Joint Filing Agreement, attached hereto as Exhibit 99.1, neither of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the shares of Common Stock of the Issuer or any other securities of the Issuer.The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Schedule A hereto or otherwise herein. The information contained in Schedule A hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

99.1Joint Filing Agreement dated March 17, 2025, by and among Askeladden Capital Management LLC and Samir Patel (filed herewith).99.2Schedule A - Additional information including the transactions effected by the Reporting Persons in the Common Stock during the past 60 days.