SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Mill Road Capital II, L.P. (Last) (First) (Middle) 382 GREENWICH AVENUE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/15/2016	3. Issuer Name and Ticker or Trading Symbol LIFETIME BRANDS, INC [ LCUT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	1,402,739	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Mill Road Capital II, L.P. (Last) (First) (Middle) 382 GREENWICH AVENUE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* Mill Road Capital II GP LLC (Last) (First) (Middle) 382 GREENWICH AVENUE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) 382 GREENWICH AVENUE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* Scharfman Scott (Last) (First) (Middle) 382 GREENWICH AVENUE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital II GP LLC (the "GP") is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Remarks:

	/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.	01/20/2016
	/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC	01/20/2016
	/s/ Scott P. Scharfman on behalf of Thomas E. Lynch by power of attorney	01/20/2016
	/s/ Scott P. Scharfman	01/20/2016
	** 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 5 (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).
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Exhibit 24.1

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated
Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting
singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and
Schedule 13D (including any amendments thereto) that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result of
the undersigned's ownership of or transactions in securities of Lifetime Brands,
Inc., a Delaware corporation. The authority of Charles M. B. Goldman, Scott P.
Scharfman and Justin C. Jacobs under this Statement shall continue until the
undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule
13D with regard to the undersigned's ownership of or transactions in securities
of Lifetime Brands, Inc. unless earlier revoked in writing. The undersigned
acknowledges that Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs
are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934.

/s/ Thomas E. Lynch
Thomas E. Lynch

Dated: December 16, 2013

Exhibit 24.2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated
Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly,
to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and
Schedule 13D (including any amendments thereto) that the undersigned may be
required to file with the U.S. Securities and Exchange Commission as a result of
the undersigned's ownership of or transactions in securities of Lifetime Brands,
Inc., a Delaware corporation. The authority of Thomas E. Lynch, Charles M. B.
Goldman and Justin C. Jacobs under this Statement shall continue until the
undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule
13D with regard to the undersigned's ownership of or transactions in securities
of Lifetime Brands, Inc. unless earlier revoked in writing. The undersigned
acknowledges that Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs
are not assuming any of the undersigned's responsibilities to comply with
Section 16 or Section 13 of the Securities Exchange Act of 1934.

/s/ Scott P. Scharfman
Scott P. Scharfman

Dated: December 16, 2013