U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
 

FORM 4
 

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
 

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,

Section 17(a) of the Public Utility Holding Company Act of 1935 or

Section 30(f) of the Investment Company Act of 1940
 

[_ ] Check 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*

(Last) (First) (Middle)

Kuttner Ludwig G.
  1. Issuer Name and Ticker or Trading Symbol

Hampshire Group, Limited (HAMP)
  1. Relationship of Reporting Person to Issuer
    [X] Director
    [X] 10% Owner
    [X] Officer (give title below)
    [-] Other (specify below)

Chairman and Chief Executive Officer

(Street)

P.O. Box 359
  1. I.R. S. Identification No. of Reporting Person, if an entity
    ###-##-####

4. Statement for Month/Year
 11/01

(City) (State) (Zip)

Keene VA 22946

5. If Amendment, Date of Original

(Month/Year)
  1. Individual or Joint/Group Filing (Check applicable line)

[X] Form filed by one Reporting person

[ - ] Form filed by more than one Reporting Person
   

Table 1 Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Transaction Date

(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 at End
of Month
(Instr. 3 and 4)

6. Ownership
Form: Direct
(D)
or Indirect (I)
(Instr. 4)

7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

V

Amount

(A) or (D)

Price
                   

Common Stock, par value $0.10 per share

10/26/01

J

V

18,561

A

$8.50

639,035

D

-

Common Stock, par value $0.10 per share

  

-

-

-

-

-

107,549

I

Shares owned by controlled corporation
                   
                   
                   

(J) Shares purchased in a private sale at market price from the Trustee of the Hampshire Group, Limited 401(k) Plan, being shares held for the benefit of Ludwig Kuttner
due to the decision of the Company and the Trustee not to permit investment in HAMP stock in the Plan.

 

 

 

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 of
Exercise
Price of
Derivative
Security

3. Transaction
Date

(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
Underlying
Securities
(Instr. 3 and 4)

8. Price of
Derivative
Security
(Instr.5)

9. Number
of Derivative
Securities
Beneficially
Owned at End of Month
(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D) or
Indirect (I)
(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
     

Code

V

(A)

(D)

Date
Exercisable

Expiration Date

Title

Number
of Shares

Purchase Plan for Directors and Executives

-

-

-

-

-

-

-

-

Common
Stock

-

-

170,018

D (1)

-

Company Sponsored 401(k) Plan

-

-

10/26/01

10/26/01

J

J

V

V

-

-

(481)

(18,561)

-

-

-

-

Common
Stock

(481)

(18,561)

$8.50

$8.50

-

-

-

Incentive Stock Options (Right to Purchase)

-

-

-

-

-

-

-

-

Common
Stock

-

-

62,052

D (2)

-
                             
                             
                             
                             
                             
                             
                             

Explanation of Responses:

  1. Right to receive common stock in lieu of executive salary and/or bonus; shares held in trust.
  2. Incentive stock options granted under the Hampshire Group, Limited 1992 Stock Option Plan at an exercise price of $5.813-$14.500, exercisable for five years from date of vesting.
  1. Upon decision by the Company and the Trustee of the Hampshire Group, Limited 401(k) Plan not to offer HAMP stock as an investment option under the
    Plan, 18,561 shares held by the Trustee for the benefit of Ludwig Kuttner were sold to him in a private sale, at market price and the remainder of shares
    held for his benefit were sold to make refund of excess contributions to the Plan for the year ended December 31, 2000. Information received late from Trustee in respect to shares sold.

 

/s/ Ludwig Kuttner 11/26/01

Signature of Reporting Person Date

** 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.