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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Culp, Inc.
(Name of Issuer)
Common Stock, $0.05 par value
(Title of Class of Securities)
230215105
(CUSIP NUMBER)
Praesidium Investment Management Company, LLC
747 Third Avenue, 35th Floor
New York, NY 10017
Tel. No.: (212) 821-1495
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with copies to -
Barry Greenberg
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
December 31, 2009
(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. þ

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).

 
 

 

                     
CUSIP No.
  
230215105 
  

 

           
1   NAMES OF REPORTING PERSONS

Praesidium Investment Management Company, LLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (Funds from Investment Advisory Clients)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  7   SOLE VOTING POWER
     
NUMBER OF   805,363
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   805,363
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  805,363
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.2%
     
14   TYPE OF REPORTING PERSON
   
  IA

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CUSIP No.
  
230215105 
  

 

           
1   NAMES OF REPORTING PERSONS

Kevin Oram
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (Funds from Investment Advisory Clients)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   805,363
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   805,363
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  805,363
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.2%
     
14   TYPE OF REPORTING PERSON
   
  IN

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CUSIP No.
  
230215105 
  

 

           
1   NAMES OF REPORTING PERSONS

Peter Uddo
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (Funds from Investment Advisory Clients)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States of America
       
  7   SOLE VOTING POWER
     
NUMBER OF   805,363
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   805,363
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  805,363
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  6.2%
     
14   TYPE OF REPORTING PERSON
   
  IN

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SCHEDULE 13D/A
This Amendment No. 3 relating to shares of common stock, $0.05 par value (“Common Stock”), of Culp, Inc., a North Carolina corporation (the “Issuer”) is being filed on behalf of (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the “Reporting Persons”).
Item 2.  
Identity and Background
(a) This statement is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the “Reporting Persons”).
Praesidium, in its capacity as investment manager to a certain managed account on behalf of Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”), has sole power to vote and dispose of the shares of Common Stock held in Blackwell’s managed account. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to control Praesidium.
(b) The business address of the Reporting Persons is 747 Third Avenue, 35th Floor New York, NY 10017.
(c) The principal business of Praesidium is the management of the assets and activities of certain managed accounts. Mr. Oram and Mr. Uddo serve as managing members of Praesidium.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, 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) Praesidium is a Delaware limited liability company. Each of Mr. Oram and Mr. Uddo are United States citizens.

 

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Item 3.  
Source and Amount of Funds
The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by Blackwell’s managed account is approximately $5.19 per share.
Item 5.  
Interest in Securities of the Issuer                    
(a) - (b) The Reporting Persons beneficially own 805,363 shares of Common Stock, which represents 6.2% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of December 31, 2009 as set forth in this Schedule 13D, by (ii) the 12,888,463 shares of Common Stock outstanding as of November 1, 2009, based upon the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission on November 11, 2009.
Praesidium, in its capacity as investment manager to a certain managed account on behalf of Blackwell, has sole power to vote and dispose of the 805,363 shares of Common Stock held in Blackwell’s managed account. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own the Common Stock held in Blackwell’s managed account.
(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.
(d) Not Applicable.
(e) Not Applicable.
Item 6.  
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The powers of disposition and voting, if any, of the Reporting Persons are held pursuant to a certain advisory agreement entered into among the Reporting Persons and Blackwell.
Item 7.  
Material to be Filed as Exhibits
     
Exhibit 1.  
Joint filing agreement by and among the Reporting Persons.

 

Page 6 of 7

 

Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2010
                     
    PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC    
 
                    
    By:   Praesidium Advisors, LLC,    
        its general partner    
 
                    
        By:   /s/ Kevin Oram    
                 
 
          Name:   Kevin Oram    
 
          Title:   Managing Member    
 
                    
    KEVIN ORAM    
 
                    
    By:   /s/ Kevin Oram    
             
 
                    
    PETER UDDO    
 
                    
    By:   /s/ Peter Uddo    
             

 

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