Page 8 of 10 – SEC Filing
| SCHEDULE 13D | ||||
| CUSIP No. 243537107 | Page 7 of 9 |
| Item 1. | Security and Issuer |
This amendment No. 1 to Schedule 13D (this Amendment
No. 1), amends and supplements the Schedule 13D filed on February 8, 2017 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 1, collectively, the Schedule 13D) by the
Reporting Persons, relating to the common stock, par value $0.01 per share (the Shares), of Deckers Outdoor Corporation, a Delaware corporation (the Issuer). Capitalized terms not defined in this Amendment No. 1 shall
have the meanings ascribed to them in the Initial 13D.
The information set forth in response to each separate Item below shall be deemed
to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
| Item 4. | Purpose of Transaction |
On June 27, 2017, Marcato sent a letter to the board of
directors of the Issuer and issued a press release announcing the delivery thereof. The press release (which includes a copy of the letter) is attached hereto as Exhibit C and incorporated by reference in this Item 4 in its entirety.
| Item 5. | Interest in Securities of the Issuer |
(a) As of the date hereof, (i) Marcato and
Mr. McGuire may each be deemed to be the beneficial owner of 1,952,531 Shares (the Marcato Shares), constituting approximately 6.1% of the Shares, (ii) Marcato International may be deemed to be the beneficial owner of 1,806,294
Shares, constituting approximately 5.6% of the Shares and (iii) Marcato Encore LLC and Marcato Encore Fund may each be deemed to be the beneficial owner of 146,237 Shares, constituting approximately 0.5% of the Shares, each based upon a total
of 31,990,065 Shares outstanding as of May 12, 2017 (based on disclosure in the Issuers Annual Report on Form 10-K filed with the SEC on May 30, 2017).
(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the
disposition) of 1,806,294 Shares. Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares. Marcato, as the investment manager of Marcato
International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the
Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the
shared power to dispose or direct the disposition) of 146,237 Shares and, therefore, Marcato may be deemed to be the beneficial owner of the such shares. By virtue of Mr. McGuires position as the managing partner of Marcato,
Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the
Marcato Shares.
(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set
forth in Exhibit D. Except as set forth in Exhibit D attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.
(d) The limited partners of (or investors in) Marcato International, or their respective subsidiaries or affiliated entities, for which
Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with
their respective limited partnership interests (or investment percentages) in their respective funds. The limited partners of (or investors in) Marcato Encore Fund, or their respective subsidiaries or affiliated entities, for which Marcato Encore
LLC or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their
respective limited partnership interests (or investment percentages) in their respective funds.
