Sec Form 3 Filing - Alta Fox Opportunities Fund, LP @ DAKTRONICS INC /SD/ - 2024-11-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Alta Fox Opportunities Fund, LP 2. Issuer Name and Ticker or Trading Symbol DAKTRONICS INC /SD/ [ DAKT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 640 TAYLOR STREET, SUITE 2522 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2024 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,964,986 I See footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 2 )( 3 )( 4 )( 5 ) ( 2 )( 3 )( 4 )( 5 ) Common Stock 3,968,033 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alta Fox Opportunities Fund, LP 640 TAYLOR STREET, SUITE 2522 FORT WORTH, TX76102 X Alta Fox GenPar, LP 640 TAYLOR STREET, SUITE 2522 FORT WORTH, TX76102 X Alta Fox Equity, LLC 640 TAYLOR STREET, SUITE 2522 FORT WORTH, TX76102 X ALTA FOX CAPITAL MANAGEMENT, LLC 640 TAYLOR STREET, SUITE 2522 FORT WORTH, TX76102 X Haley Patrick Connor 640 TAYLOR STREET, SUITE 2522 FORT WORTH, TX76102 X Signatures ALTA FOX OPPORTUNITIES FUND, LP, By: Alta Fox GenPar, LP, its general partner, /s/ P. Connor Haley, Authorized Signatory 12/05/2024 Signature of Reporting Person Date ALTA FOX GENPAR, LP, By: Alta Fox Equity, LLC, its general partner, /s/ P. Connor Haley, Authorized Signatory 12/05/2024 Signature of Reporting Person Date ALTA FOX EQUITY, LLC, By: P. Connor Haley, its manager, /s/ P. Connor Haley, Authorized Signatory 12/05/2024 Signature of Reporting Person Date ALTA FOX CAPITAL MANAGEMENT, LLC, By: P. Connor Haley, its manager, /s/ P. Connor Haley, Authorized Signatory 12/05/2024 Signature of Reporting Person Date /s/ P. Connor Haley 12/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 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. ( 2 )On May 11, 2023, the Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Alta Fox Opportunities under which the Issuer agreed to sell and issue to Alta Fox Opportunities its senior secured convertible notes (the "Convertible Notes") in exchange for the payment by Alta Fox Opportunities to the Issuer of $25 million. On May 11, 2023 (the "Issuance Date"), the Issuer issued the Convertible Notes to Alta Fox Opportunities in the total original principal amount of $25 million. The Convertible Notes are convertible into the Issuer's Shares, subject to certain conditions and limitations. The Convertible Notes provide a conversion right which allows Alta Fox Opportunities, at any time after the Issuance Date, to convert all or any portion of the principal amount of the Convertible Notes, together with any accrued and unpaid interest and any other unpaid amounts, (continued at footnote (3) ( 3 )(continued from footnote (2) including late charges, if any (together, the "Conversion Amount"), into Shares at an initial conversion price of $6.31 per Share, subject to adjustment in accordance with the terms of the Convertible Notes (the "Conversion Price"). The Issuer also has a forced conversion right, which is exercisable on the occurrence of certain conditions set out in the Convertible Notes, pursuant to which it can cause all or any portion of the outstanding and unpaid Conversion Amount to be converted into Shares at the Conversion Price. The Issuer shall not issue any Shares pursuant to the terms of the Convertible Notes, and the holders of the Convertible Notes shall not have the right to any Shares otherwise issuable under their respective Convertible Notes to the extent that, after giving effect to such issuance, a holder together with certain "Attribution Parties" (as defined in the Convertible Notes), (continued at footnote (4) ( 4 )(continued from footnote (3) collectively would beneficially own in excess of 9.99% (which percentage can be increased or decreased from time to time to a percentage not in excess of 19.99%, effective as of the sixty-first (61st) day after delivery of written notice of such increase or decrease to the Issuer) of the number of Shares outstanding immediately after giving effect to such issuance (the "Beneficial Ownership Limitation"). On October 21, 2024, Alta Fox Opportunities delivered a notice to the Issuer decreasing the Beneficial Ownership Limitation to 3.0%. As of November 11, 2024, the Attribution Parties beneficially owned in excess of 3.0% of the Shares outstanding of Issuer. On November 11, 2024, the Issuer delivered a purported notice of forced conversion to Alta Fox Opportunities (the "Purported Conversion Notice"). The Purported Conversion Notice stated that the Conversion Amount was $7 million, to purportedly be converted into 1,109,350 shares, (continued at footnote (5) ( 5 )(continued from footnote (4) with a purported conversion date of December 3, 2024. The Reporting Persons dispute the effectiveness of the Purported Conversion Notice and reserve all rights regarding the same. The Issuer has informed Alta Fox Opportunities that its purported forced conversion of the Convertible Note will not result in the issuance of common shares to Alta Fox Opportunities until after Alta Fox Opportunities certifies it owns less than the Beneficial Ownership Limitation. On November 25, 2024, Alta Fox Opportunities delivered a notice to the Issuer increasing the Beneficial Ownership Limitation to 14.99%, which increase will not be effective until the sixty-first (61st) day after the delivery of the notice on November 25, 2024.

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).

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