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Ownership Document
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| Schema Version: X0206 |
| Document Type: 3 |
| Period of Report: 2/22/14 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 895329 |
| Issuer Name: TUFCO TECHNOLOGIES INC |
| Issuer Trading Symbol: TFCO |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1599193 |
| | Owner Name: Gabayzadeh Shahram Shaun |
| Reporting Owner Address: |
| | Owner Street 1: 2121 AVENUE OF THE STARS, SUITE 2575 |
| | Owner Street 2: |
| | Owner City: LOS ANGELES |
| | Owner State: CA |
| | Owner ZIP Code: 90067 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Chairman |
| Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 4,308,947 |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Ownership of Griffin Holdings, LLC, which owns Tufco Holdings, LLC, which owns the Securities. |
| Footnotes: |
| Footnote - F1: In accordance with the Agreement and Plan of Merger, dated December 20, 2013, by and among Tufco Holdings, LLC, a Delaware limited liability company ("Parent"), Packers Acquisition Sub, Inc., a Delaware corporation ("Purchaser") and wholly-owned subsidiary of Parent, and Tufco Technologies, Inc., a Delaware corporation ("Tufco"), Purchaser commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Tufco at a purchase price of $6.07 per Share in cash, without interest, less any applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 9, 2014, and the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO-T filed with the Securities and Exchange Commission on January 9, 2014 by Purchaser, Parent, Griffin Holdings, LLC, (continued in Footnote 2) |
| Footnote - F2: a New York limited liability company ("Griffin") and the sole member of Parent, and Shahram Shaun Gabayzadeh, the sole member of Griffin. |
| Footnote - F3: The Offer expired at 12:00 midnight, New York City time, at the end of Friday, January 21, 2014 (the "Expiration Date"). Based on the information provided to Purchaser and Parent by the depositary of the Offer, as of the Expiration Date, a total of approximately 3,637,342 Shares were validly tendered and not validly withdrawn, representing approximately 84.41% of the Shares then outstanding. On February 22, 2014, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn. |
| Footnote - F4: On February 24, 2014, Purchaser merged with and into Tufco (the "Merger") under Section 251(h) of the General Corporation Law of the State of Delaware, with Tufco continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time ceased to be issued and outstanding and (other than Shares then owned by Parent, Purchaser or any of their wholly-owned subsidiaries and Shares held by any stockholders who properly demanded appraisal in connection with the Merger) was converted into the right to receive the Offer Price. At the effective time of the Merger, all outstanding Shares were cancelled and retired and ceased to exist. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Shahram Shaun Gabayzadeh |
| Signature Date: 3/3/14 |
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