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SEC 1745 (12-02)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
LIFETIME BRANDS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
531926103
(CUSIP Number)
November 23, 2005
(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-l(b)
[ X ] Rule 13d-l(c)
[ ] Rule 13d-l(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. 531926103
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Craig Phillips
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of 5. Sole Voting Power: 820,842
Shares Bene-
ficially by 6. Shared Voting Power: -0-
Owned by Each
Reporting 7. Sole Dispositive Power: 820,842
Person With:
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting
Person:
820,842
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9)
6.4 % (1)
12. Type of Reporting Person: IN
(1) Based on 12,918,645 shares of Common Stock outstanding as of
November 23, 2005 (including 233,000 shares issued pursuant to
the exercise of an over-allotment option), as disclosed in the
prospectus filed pursuant to rule 424b1 with the Securities and
Exchange Commission on November 21, 2005.
Item 1.
(a) Name of Issuer
Lifetime Brands, Inc.
(b) Address of Issuer's Principal Executive Offices
One Merrick Avenue
Westbury, New York 11590
Item 2.
(a) Name of Person Filing
Craig Phillips
(b) Address of Principal Business Office or, if none, Residence
Lifetime Brands, Inc., One Merrick Avenue, Westbury, New
York 11590.
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock, par value $0.01 per share.
(e) CUSIP Number
531926103
Item 3. If this statement is filed pursuant to 240.13d-l(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 (I5 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c)
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (I 5 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
l(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-l(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-l(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) [ ] Group, in accordance with 240.13d-l(b)(1)(ii)(J)
Not Applicable
Item 4. Ownership.
The following sets forth in tabular format the share ownership of
the Reporting Persons:
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
820,842
* Consists of (i) 748,614 shares owned directly by Craig
Phillips, (ii) 28,278 shares held by an irrevocable trust
for the benefit of Craig Phillips and (iii) 43,950 shares
issuable upon the exercise of options which are
exercisable within 60 days.
(b) Percent of class:
6.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
820,842 shares
(ii) Shared power to vote or to direct the vote:
Not Applicable
(iii) Sole power to dispose or to direct the disposition of :
820,842 shares
(iv) Shared power to dispose or to direct the disposition of:
Not Applicable
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 [ ].
Not Applicable
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
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. Certification
By signing below I certify that, to file 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.
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.
February 6, 2006
Date
/s/ Craig Phillips
Craig Phillips