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

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,020 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,020

(c)

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

C.

Legion Partners Special VIII

(a)

As of the close of business on January 23, 2018, Legion Partners Special VIII beneficially owned 268,427 Shares.

Percentage: Approximately
1.35%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 268,427 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 268,427

(c)

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

D.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special VIII, Legion Partners, LLC may be deemed the beneficial owner of the (i) 732,087 Shares owned by Legion Partners I, (ii) 33,020 Shares owned by Legion Partners II, and (iii) 268,427 Shares owned by Legion Partners Special VIII.

Percentage: Approximately
5.19%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,033,534 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,033,534

(c)

Legion Partners, LLC has not entered into any transactions in the Shares since the filing of the Schedule 13D. The transactions in the Shares by each of Legion Partners I, Legion Partners II and Legion Partners Special VIII since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special VIII, may be deemed the beneficial owner of the (i) 732,087 Shares owned by Legion Partners I, (ii) 33,020 Shares owned by Legion Partners II, and (iii) 268,427 Shares owned by Legion Partners Special VIII.

Percentage: Approximately
5.19%