CSS CSS Industries Inc

This Amendment No. 1 (this “Amendment”) amends certain Items of the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2019 (the “Original 13D”) by Ribs Capital LLC, a Delaware corporation (“Ribs Capital”) and others relates to the common stock, $0.10 par value per share (the “Shares”), of CSS Industries, Inc., a Delaware corporation (the “Company”) by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed in the Original 13D and any amendments thereto.

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 additional 134,474 Shares reported by this Amendment, now included in the aggregate 798,273 Shares held by Ribs Capital, were acquired in open market transactions at an aggregate purchase price of approximately $611,272 excluding commissions. The Shares are held by Ribs Capital in various brokerage accounts.

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 November 4, 2019, the Reporting Persons beneficially owned 799,173 Shares, which represented 9.03% of the beneficial ownership of the Company.

The Reporting Persons interests are as follows:

Ribs Capital

(a)           As of the Closing of business on November 4, 2019, Ribs Capital beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

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

Purple Stream

(a)           As of the Closing of business on November 4, 2019, Purple Stream beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

(c)           Purple Stream did not make any transactions in the Shares during the past sixty days.

Richard A. Bernstein

(a)           As of the Closing of business on November 4, 2019, Mr. Bernstein beneficially owned 798,273 Shares, which represents 9.02% of the beneficial ownership of the Company.

(b)                 

(c)           Mr. Bernstein did not make any transactions in the Shares during the past sixty days.

Andrew Siegel

(a)           As of the Closing of business on November 4, 2019, Mr. Siegel beneficially owned 799,173 Shares, which represents 9.03% of the beneficial ownership of the Company.

(b)                 

(c)           Mr. Siegel did not make any transactions in the Shares during the past sixty days.

On November 4, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing of this Amendment 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 Amendment is true, complete and correct.

Dated: November 4, 2019

SCHEDULE A

Transactions in the Shares During the Past Sixty Days