CSS CSS Industries Inc

This statement on Schedule 13D (this “Statement”) relates to the common stock, $0.10 par value per share (the “Shares”), of CSS Industries, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company is 450 Plymouth Road, Suite 300, Plymouth Meeting, Pennsylvania 19462.

(a)           The name of the persons filing this Statement are Ribs Capital, LLC, a Delaware limited liability company (“Ribs Capital”), Purple Stream LLC, a Delaware limited liability company (“Purple Stream”), Richard A. Bernstein, and Andrew Siegel. Purple Stream is the managing member of Ribs Capital and Messrs. Bernstein and Siegel are the managing members of Purple Stream (Messrs. Bernstein and Siegel, collectively, the “Managers”). Ribs Capital, Purple Stream and the Managers are collectively referred to in this Statement as the “Reporting Persons”.

(b)           The address of the principal business office of the Reporting Persons is 18 Rockledge Road, Rye, New York 10580.

(c)           The principal business of Ribs Capital is to invest in securities. The principal business of Purple Stream is to serve as the managing member of Ribs Capital. The principal occupation of each of the Managers is to act as an officer, director, member, managing member, general partner or limited partner, as applicable, of corporations, partnerships or limited liability companies, as the case may be, some of which may be deemed to be affiliates of, or may provide management services to, other Reporting Persons.

(d)           During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last five years, no Reporting Person 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)            Ribs Capital and Purple Stream are Delaware limited liability companies. Each of the Managers is a citizen of the United States of America.

The Shares held by Ribs Capital were acquired with funds raised by Ribs Capital in a private placement that occurred in April 2019, which funds were raised solely for the purpose of acquiring Shares. The 663,799 Shares held by Ribs Capital reported in this Statement were acquired in open market transactions at an aggregate purchase price of approximately $3,053,927 excluding commissions. Such Shares are held by Ribs Capital in various brokerage accounts. The 900 Shares held by Mr. Siegel were acquired with personal funds in open market transactions at an aggregate purchase price of approximately $19,335 excluding commissions. Such Shares are held by Mr. Siegel in various brokerage and personal retirement accounts.

The Reporting Persons acquired the Shares because they believe the Shares are undervalued and represent an attractive investment opportunity. The Reporting Persons intend to have discussions with the Company’s board of directors and management regarding the ways in which the Company can take steps to increase shareholder value, including discussions relating to the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D, and specifically including, without limitation: (i) the acquisition by the Reporting Persons (whether alone or in conjunction with other parties) of additional Shares, which could ultimately amount to a control stake in the Company; (ii) engaging in an extraordinary corporate transaction with the Company or any of its subsidiaries (such as a merger or reorganization); (iii) acquiring a material amount of assets of the Company or any of its subsidiaries; (iv) a change in the present board of directors or management of the Company, including proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) changes in the Company’s charter, bylaws or other documents which may impede the acquisition of control of the Company by any person; and/or (vi) causing the Shares to be delisted. The Reporting Persons may seek to influence such actions through customary means including presenting its views for consideration to the Company, shareholders and other interested parties, privately or publicly, and, if necessary, through the exercise of its shareholder rights, including the right to propose new directors for the Company’s board of directors. The Reporting Persons expect to have discussions with the Company’s management and board of directors, shareholders and other interested parties relating to such matters.

The Reporting Persons may also take other steps to increase shareholder value, including, without limitation, discussing with the board and management the Company’s financial position and strategic direction, actions taken by the Company’s board and management, general economic and industry conditions.

The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 8,852,852 Shares outstanding, as of July 26, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2019. As of the close of business on October 18, 2019, the Reporting Persons beneficially owned 664,699 Shares, which represented 7.51% of the beneficial ownership of the Company.

The Reporting Persons interests are as follows:

Ribs Capital

(a)           As of the Closing of business on October 18, 2019, Ribs Capital beneficially owned 663,799 Shares, which represents 7.5% of the beneficial ownership of the Company.

(b)                                                                                                                        

(c)          The transactions in the Shares by Ribs Capital during the past sixty days are set forth in Schedule A and are incorporated by reference herein.

Purple Stream

(a)           As of the Closing of business on October 18, 2019, Purple Stream beneficially owned 663,799 Shares, which represents 7.5% of the beneficial ownership of the Company.

(b)

Richard A. Bernstein

(a)           As of the Closing of business on October 18, 2019, Mr. Bernstein beneficially owned 663,799 Shares, which represents 7.5% of the beneficial ownership of the Company.

(b)

Andrew Siegel

(a)           As of the Closing of business on October 18, 2019, Mr. Siegel beneficially owned 664,699 Shares, which represents 7.51% of the beneficial ownership of the Company.

(b)

On October 21, 2019 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing of this Statement on behalf of each of them.

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.

Dated: October 21, 2019

SCHEDULE A

Transactions in the Shares During the Past Sixty Days