The Dixie Group, Inc. Form 4 DIXIE / Daniel K Jr. Frierson ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Frierson Daniel K Jr.

(Last)

(First)

(Middle)

PO BOX 2007

(Street)

DALTON

30722

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIXIE GROUP INC [ DXYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP-Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $3 par value	03/12/2024		J		0	A	$0	346,208	D
Class B Common Stock, $3 par value	03/12/2024		A		70,781⁽¹⁾	A	$0.61	416,989	D
Class B Common Stock, $3 par value	03/12/2024		C		5,980⁽²⁾	D	$0.61	411,009	D
Common Stock, $3 par value	03/12/2024		J		0	A	$0	14,673	D
Common Stock, $3 par value	03/12/2024		A		2,950⁽³⁾	A	$0.61	17,623	D
Common Stock, $3 par value	03/12/2024		C		5,980⁽²⁾	A	$0.61	23,603	D
Common Stock, $3 par value	03/12/2024		F		9,438⁽⁴⁾	D	$0.61	14,165	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$1	03/12/2024		J		0		05/25/2025	05/25/2028	Employee Stock Option (right to buy)	0	$0	40,000	D

Explanation of Responses:

1. Represents an award of restricted stock consisting of 25,200 Career shares of Class B Common Stock and 45,581 Long-Term Incentive Plan shares of Class B Common Stock.

2. Represents a conversion of Class B Common Stock to an equal number of shares of Common Stock.

3. Represents an award of restricted stock consisting of 1,050 Career Shares of Common Stock and 1,900 Long-Term Incentive Plan shares of Common Stock.

4. Represents shares surrendered to Company to satisfy income tax withholding requirements to vesting of an outstanding award of restricted stock.

Remarks:

	/s/ John F. Henry, Jr., by Power of Attorney for Daniel K. Frierson, Jr.	03/14/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

The Dixie Group, Inc. (DXYN) Form 4DIXIE / Daniel K Jr. Frierson ownership change