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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Duluth Holdings Inc.
(Name of Issuer)
Class B Common Stock, No Par Value
(Title of Class of Securities)
26443V101
(CUSIP Number)
August 9, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ]Rule 13d-1(b)
[x]Rule 13d-1(c)
[ ]Rule 13d-1(d)
*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
the disclosures provided in a prior cover page. The information required
in 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).
CUSIP No. 26443V101
1.
Names of Reporting Persons.
Askeladden Capital Management, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3.
SEC Use Only
4.
Citizenship or Place of Organization
Texas
Number of Shares Beneficially Owned by Each Reporting Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
1,840,804
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,840,804
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,804
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)[ ]
11.
Percent of Class Represented by Amount in Row (9)
5.8 %
12.
Type of Reporting Person (See Instructions)
PN, IA
CUSIP No. 26443V101
1.
Names of Reporting Persons.
Samir Patel
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
3.
SEC Use Only
4.
Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
5.
Sole Voting Power
0
6.
Shared Voting Power
1,840,804
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
1,840,804
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,840,804
10.
Check if the Aggregate Amount in Row (9)
Excludes Certain Shares (See Instructions)[ ]
11.
Percent of Class Represented by Amount in Row (9)
5.8 %
12.
Type of Reporting Person (See Instructions)
IN, HC
Item 1.
(a) Name of Issuer
Duluth Holdings Inc.
(b) Address of Issuer's Principal Executive Offices
201 East Front Street,
Mount Horeb, Wisconsin 53572, USA
Item 2.
(a) Name of Persons Filing
This statement is being jointly filed by and on
behalf of each of Askeladden Capital Management,
LLC, a Texas limited partnership
("Askeladden") and Samir Patel.
The separately managed accounts on behalf of
investment advisory clients ("Managed Accounts")
of Askeladden are the record and
direct beneficial owners of the securities
covered by this statement. As the investment
adviser to the Managed Accounts, Askeladden may be
deemed to beneficially own the securities
covered by this statement. Mr. Patel is the
Member of, and may be deemed to beneficially
own securities owned by, Askeladden.
Each reporting person declares that neither the filing of
this statement 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 statement.
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 statement 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 together 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 group with respect to the issuer or any
securities of the issuer.
(b) Address of Principal Business Office or, if none, Residence.
14 Sunrise Ct, Trophy Club, Texas, 76262
(c) Citizenship
See Item 4 on the cover page(s) hereto.
(d) Title of Class of Securities
Class B Common Stock, No Par Value
(e) CUSIP Number
26443V101
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is:
(a)[ ] A broker or dealer registered under Section 15 of the Act (15U.S.C.78o);
(b)[ ] A bank as defined in Section 3(a)(6) of the Act (15U.S.C.78c);
(c)[ ] An insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d)[ ] An investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C.80a-8);
(e)[ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)[ ] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)[ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j)[ ] A non -U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)[ ] A group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 on the cover page(s) hereto.
(b) Percent of class: The percentage calculated in Item 11
is based on 31,701,292 shares of Class B Common Stock
outstanding as of May 29, 2024, as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended April 28,
2024 and as filed with the SEC on May 31, 2024.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: See Item 5
on the cover page(s) hereto.
(ii) Shared power to vote or to direct the vote: See Item 6
on the cover page(s) hereto.
(iii) Sole power to dispose or to direct the disposition of: See Item 7
on the cover page(s) hereto.
(iv) Shared power to dispose or to direct the disposition of: See Item 8
on the cover page(s) hereto.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on
by the Parent Holding Company or Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect other than activities solely in
connection with a nomination under 240.14a-11.
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.
August 19, 2024
Askeladden Capital Management, LLC
By:/s/ Samir Patel
Name: Samir Patel
Title: Managing Member
EXHIBIT INDEX
Exhibit Description of Exhibit
99.1 Joint Filing Agreement (incorporated herein by reference
to Exhibit 99.1 to the Schedule 13G, as amended, filed on
August 19, 2024 by the reporting persons with the Securities
and Exchange Commission).
EXHIBIT 99.1 JOINT FILING AGREEMENT August 19, 2024 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of the date first written above. Dated: August 19, 2024 Askeladden Capital Management, LLC By:/s/ Samir Patel Name: Samir Patel Title: Managing Member By: Samir Patel /s/ Samir Patel