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

Page 5 of 6 – SEC Filing

This Amendment No. 14 (“Amendment No. 14”) 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. 14 have the meanings set forth in the Schedule 13D. This Amendment No. 14
amends Item 5 as set forth below.

Item 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The Reporting Persons beneficially own 0 shares of Common
Stock, constituting 0% of the shares of Common Stock outstanding. The aggregate
number and percentage of shares of Common Stock reported herein are based upon the 49,048,248 shares
of Common Stock outstanding as of April 18, 2017, as reported in the Issuer’s Schedule 14A filed with the SEC
on May 4, 2017.

(b)
(i) Eminence Capital:
(a) As of the date hereof, Eminence Capital is not the beneficial owner of any shares of Common Stock.
Percentage: 0%.
(b) 1.  Sole power to vote or direct vote: 0
2.  Shared power to vote or direct vote: 0
3.  Sole power to dispose or direct the disposition: 0
4.  Shared power to dispose or direct the disposition: 0
(ii) Eminence GP:
(a) As of the date hereof, Eminence GP is not the beneficial owner of any shares of Common Stock.
Percentage: 0%
(b) 1.  Sole power to vote or direct vote: 0
2.  Shared power to vote or direct vote: 0
3.  Sole power to dispose or direct the disposition: 0
4.  Shared power to dispose or direct the disposition: 0
(iii) Mr. Sandler:
(a) As of the date hereof, Mr. Sandler is not the beneficial owner of
any shares of Common Stock.
Percentage: 0%
(b) 1.  Sole power to vote or direct vote: 0
2.  Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c) On May 4,
2017 the Reporting Persons sold 7,253,578 shares of Common Stock in  a block trade at a price of $12.20 per share. On May 5, 2017 Mr. Sandler sold 3,100 shares of Common Stock at a weighted average price of $12.50 per share.
The shares of Common Stock were sold in multiple transactions at prices ranging from $12.43 to $12.53 inclusive. Mr. Sandler undertakes
to provide to the Issuer, any security holder of the Issuer, or staff of the SEC, upon request, full information regarding the
number of shares of Common Stock acquired at each price within the range set forth herein.
(d) Not applicable.
(e) May 4, 2017.

Follow Tailored Brands Inc (NYSE:TLRD)