Page 8 of 11 – SEC Filing
This Amendment No. 19 to Schedule 13D (this Amendment) relates to shares
of common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the
Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership
(SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the
information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended,
filed with the Securities and Exchange Commission.
The Reporting Persons are filing this Amendment to report (i) open market
purchases of shares of Common Stock by Mr. Lampert, (ii) a distribution of shares of Common Stock by SPE I on a pro rata basis to its partners, including to RBS, (iii) a distribution of shares of Common Stock by SPE
Master I on a pro rata basis to its partners, including to RBS, and (iv) that both SPE I and SPE Master I ceased to beneficially own any shares of Common Stock.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
supplemented as follows:
In various open market purchases on October 31, 2017, and November 1, 2017, Mr. Lampert acquired
an aggregate of 234,699 shares of Common Stock for aggregate consideration of approximately $2,551,047 (excluding commissions) using personal funds.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its
entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing November 2, 2017, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the
Issuer set forth in the table below.
| REPORTING PERSON | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES | SOLE VOTING POWER | SHARED VOTING POWER | SOLE DISPOSITIVE POWER | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| ESL Partners, L.P. | 21,979,054 | (1) | 68.5 | % | 6,268,035 | 0 | 6,268,035 | 15,711,019 | (1) | |||||||||||||||
| SPE I Partners, LP | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| SPE Master I, LP | 0 | 0.0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
| RBS Partners, L.P. | 21,979,054 | (1)(2) | 68.5 | % | 6,268,035 | (2) | 0 | 6,268,035 | (2) | 15,711,019 | (1) | |||||||||||||
| ESL Investments, Inc. | 21,979,054 | (1)(2) | 68.5 | % | 6,268,035 | (2) | 0 | 6,268,035 | (2) | 15,711,019 | (1) | |||||||||||||
| Edward S. Lampert | 21,979,054 | (1)(2) | 68.5 | % | 21,979,054 | (1)(2) | 0 | 6,268,035 | (2) | 15,711,019 | (1) | |||||||||||||
