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

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

Genesco Inc.

(Name
of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

371532102

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

January 19, 2018

(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).

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 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(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.

Percentage: Approximately
3.68%

Percentage: Less than
1.0%

Percentage: Approximately
1.35%

Percentage: Approximately
5.19%

Percentage: Approximately
5.19%

Percentage: Approximately
5.19%

Percentage: Approximately
5.19%

Percentage: Less than
1%

Percentage: Less than
1%

Percentage: Less than
1%

Percentage: Less than
1%

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons
specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person,
except to the extent of their pecuniary interest therein.

Item 6 is hereby
amended to add the following:

On January 19,
2018, put options sold short by Legion Partners I referencing an aggregate of 231,400 Shares, which had an exercise price of $25.00
per Share, expired unexercised, put options sold short by Legion Partners I referencing an aggregate of 124,300 Shares, which had
an exercise price of $30.00 per Share, expired unexercised, put options sold short by Legion Partners I referencing an aggregate
of 21,700 Shares, which had an exercise price of $35.00 per Share, expired unexercised, put options sold short by Legion Partners
II referencing an aggregate of 10,600 Shares, which had an exercise price of $25.00 per Share, expired unexercised, put options
sold short by Legion Partners II referencing an aggregate of 6,100 Shares, which had an exercise price of $30.00 per Share, expired
unexercised, put options sold short by Legion Partners II referencing an aggregate of 400 Shares, which had an exercise price of
$35.00 per Share, expired unexercised, and put options referencing an aggregate of 18,400 Shares sold short by Legion Partners
Special VIII, which had an exercise price of $35.00 per Share, expired unexercised, as further detailed on Schedule A hereto, which
is incorporated by reference herein.

Legion Partners I
has sold short in over-the-counter market American-style put options referencing an aggregate of 103,600 Shares, which have an
exercise price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference
herein.

Legion Partners II
has sold short in over-the-counter market American-style put options referencing an aggregate of 4,100 Shares, which have an exercise
price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference herein.

Legion Partners Special
VIII has sold short in over-the-counter market American-style put options referencing an aggregate of 11,800 Shares, which have
an exercise price of $35.00 and expire on March 16, 2018, as further detailed on Schedule A hereto, which is incorporated by reference
herein.

On January 19, 2018,
4010 Partners exercised over-the-counter market American-style call options referencing an aggregate of 16,000 Shares, as further
detailed on Schedule A hereto, which is incorporated by reference herein.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 24, 2018

SCHEDULE A

Transaction in the Shares Since the Filing
of the Schedule 13D

Legion
Partners, L.P. I

Legion
Partners, L.P. II

Legion
Partners SPECIAL OPPORTUNITIES, L.P. VIII

4010
Partners, LP

____________________

¹ Represents American-style put option sold short in
the over-the-counter market with an expiration date of March 16, 2018.

² Represents American-style call option sold in the over-the-counter market with an expiration date of January 19, 2018.

³ Represents exercise of American-style call option.