Glenn Welling‘s Engaged Capital has filed a 13D with the SEC, disclosing ownership of 2.43 million shares of Outerwall Inc (NASDAQ:OUTR). More importantly, the filing reveals that Engaged Capital sent a letter and presentation to Outerwall today, expressing its concerns about the company’s governance and recommending steps that could be taken to improve its efficiency. Details of the share ownership and presentation are below, while a link to the full letter and presentation can be found by accessing the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Engaged Capital Master Feeder I | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital Master Feeder II | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital Co-Invest III | 1,650,793 | 1,650,793 | 1,650,793 | 9.9% | ||
| Engaged Capital I | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital I Offshore, Ltd | 196,918 | 196,918 | 196,918 | 1.2% | ||
| Engaged Capital II | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital II Offshore Ltd | 487,459 | 487,459 | 487,459 | 2.9% | ||
| Engaged Capital | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
| Engaged Capital Holdings | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
| Glenn W. Welling | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% |
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Page 1 of 16 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Outerwall Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
690070107
(CUSIP Number)
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 18, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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 disclosures provided in a prior cover page.
The information required on 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).
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