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13D Filing: Eminence Capital and Tailored Brands Inc (NYSE:TLRD)

Published on April 11, 2017 at 7:36 pm by Insider Monkey Staff in Hedge Funds
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Page 5 of 7 – SEC Filing

This Amendment No. 13 (“Amendment No. 13”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November
7, 2013 (as amended, the “Schedule 13D”) with respect to the shares of common stock, $0.01 par value, of The Men’s
Wearhouse, Inc., the predecessor of Tailored Brands, Inc., a Texas corporation (the “Issuer”). Capitalized terms used
herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13
amends Items 4 and 5 as set forth below.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

On April 6, 2017, Mr. Sandler informed the Issuer that he would
not stand for election as a director of the Issuer at the 2017 Annual Meeting of Shareholders as a result of the significant demands
on his time relating to Eminence’s other portfolio investments and his executive obligations. As such, the Reporting Persons
are no longer subject to the Issuer’s insider trading policy. Mr. Sandler’s decision was not related to any disagreement
or dispute with the Issuer.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraphs (a)-(b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 7,256,678 shares of Common Stock, constituting approximately 14.9% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,783,700 shares of Common Stock outstanding as of March 17, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC on March 24, 2017.
(b)
(i) Eminence Capital:
(a) As of the date hereof, Eminence Capital may be deemed the beneficial owner of 7,253,578 shares of Common Stock.
Percentage: Approximately 14.9% as of the date hereof.
(b) 1.  Sole power to vote or direct vote: 0
2.  Shared power to vote or direct vote: 7,253,578 shares of Common Stock
3.  Sole power to dispose or direct the disposition: 0
4.  Shared power to dispose or direct the disposition: 7,253,578 shares of Common Stock
(ii) Eminence GP:
(a) As of the date hereof, Eminence GP may be deemed the beneficial owner of 5,669,266 shares of Common Stock.
Percentage: Approximately 11.6% as of the date hereof.

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