SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)



Crimson Wine Group, Ltd.

(Name of Issuer)



Common Stock, $0.01 par value

(Title of Class of Securities)



22662X100

(CUSIP Number)





(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 22, 2016

(Date of Event which Requires Filing of this Statement)



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. ☐

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 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).



 

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This Amendment No. 1 amends and supplements that certain Statement on Schedule 13D filed on March 5, 2013 by Ian M. Cumming (“Mr. Cumming”) and Joseph S. Steinberg (“Mr. Steinberg”) (the “Schedule 13D”), with respect to the common stock, $0.01 par value per share, of Crimson Wine Group, Ltd., a Delaware corporation.

Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 1.  Security and Issuer

Item 1 is amended and restated in its entirety as follows:

This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Crimson Wine Group, Ltd., a Delaware corporation (the “Company”).  The address of the Company’s principal executive offices is 2700 Napa Valley Corporate Drive, Suite B, Napa, California 94558.

Item 2.  Identity and Background

Item 2 is amended and restated in its entirety as follows:

(a)The persons filing this Schedule 13D are Ian M. Cumming and Joseph S. Steinberg (collectively, the “Reporting Persons”).

(b)Mr. Cumming’s business address is c/o Cumming Investment Company, 148 So. Redmond Street, Jackson, Wyoming 83001.  Mr. Steinberg’s business address is c/o Leucadia National Corporation (“Leucadia”), 315 Park Avenue South, New York, New York 10010.

(c)Mr. Cumming is a private investor and a member of the board of directors of several companies, including the Company, Skywest, Inc., HomeFed Corporation, and American Investment Company.  Mr. Steinberg is a member of the board of directors of the Company and a full time executive of Leucadia, a diversified financial services holding company principally engaged, through consolidated subsidiaries, in a variety of businesses including full service investment banking, beef processing, manufacturing, gaming entertainment, real estate activities and medical product development.  Leucadia's principal address is 315 Park Avenue South, New York, New York 10010.

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

(e)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.

(f)Mr. Cumming is a citizen of the United States and Canada.  Mr. Steinberg is a United States citizen.

Item 4.  Purpose of Transaction

Item 4 is amended by adding the following:

On March 29, 2016, Mr. Cumming adopted a stock trading plan (the “Rule 10b5-1 Plan”) in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), under which a broker would purchase up to $1,000,000 of shares of Common Stock at prevailing

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market prices with a maximum price per share of $9.00, provided that in no event would purchases on any purchase day exceed 8.33% of the average daily trading volume or ADTV (as defined in Rule 10b-18(a)(1) of the Exchange Act) reported for the Company’s common stock during the four calendar weeks preceding the week in which the relevant purchase is effected.  Between April 4, 2016 and July 22, 2016, Mr. Cumming purchased shares under the Rule 10b5-1 Plan.

Item 5.  Interest in Securities of Issuer

Item 5 of the Schedule 13D is amended and restated as follows:

(a) – (b)Based on information provided by the Company to Mr. Cumming and Mr. Steinberg, the percentage of shares owned is based upon 24,102,382 shares of Common Stock issued and outstanding as of July 22, 2016.  As of such date, Mr. Cumming and Mr. Steinberg beneficially owned the following shares of Common Stock:

(c)Mr. Steinberg has not effected any transactions in Common Stock within the past 60 days.  The following table sets forth all of the transactions in Common Stock effected by Mr. Cumming within the past 60 days.  All such transactions were purchases of Common Stock on the open market pursuant to a Rule 10b5-1 plan entered into by Mr. Cumming:



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(d)Not applicable.

(e)Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended by adding the following:

See Item 4 of this Schedule 13D for a description of the Rule 10b5-1 Plan (incorporated herein by reference).

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SIGNATURES



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.

Date:  August 4, 2016





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