13D Filing: Legion Partners Asset Management, LLC and Genesco Inc (GCO)

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the
Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated in its entirety as follows:

The Shares purchased
by each of Legion Partners I, Legion Partners II, Legion Partners Special VIII and 4010 Partners were purchased with working capital
(which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market
purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.

The aggregate purchase
price of the 732,087 Shares owned directly by Legion Partners I is approximately $21,149,941, including brokerage commissions.
The aggregate purchase price of the 33,020 Shares owned directly by Legion Partners II is approximately $937,435, including brokerage
commissions. The aggregate purchase price of the 268,427 Shares owned directly by Legion Partners Special VIII is approximately
$8,440,323, including brokerage commissions. The aggregate purchase price of the 35,000 Shares beneficially owned by 4010 Partners
is approximately $1,043,129, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) is
hereby amended and restated in its entirety as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 19,913,201 Shares outstanding as of November
24, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on December 7, 2017.

A.

Legion Partners I

(a)

As of the close of business on January 23, 2018, Legion Partners I beneficially owned 732,087 Shares.

Percentage: Approximately
3.68%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 732,087 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 732,087

(c)

The transactions in the Shares by Legion Partners I since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

Legion Partners II

(a)

As of the close of business on January 23, 2018, Legion Partners I beneficially owned 33,020 Shares.

Percentage: Less than
1.0%