Deckers Outdoor Corp (NYSE:DECK): Richard Mcguire’s Marcato Capital Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Marcato Capital Management | 0 | 2,702,531 | 0 | 2,702,531 | 2,702,531 | 8.5% |
Richard T. McGuire III | 0 | 2,702,531 | 0 | 2,702,531 | 2,702,531 | 8.5% |
Marcato International Master Fund Ltd | 0 | 2,556,294 | 0 | 2,556,294 | 2,556,294 | 8.0% |
MCM Encore IM | 0 | 146,237 | 0 | 146,237 | 146,237 | 0.5% |
Marcato Encore Master Fund, Ltd | 0 | 146,237 | 0 | 146,237 | 146,237 | 0.5% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
Deckers
Outdoor Corporation
(Name of Issuer)
Common Stock,
$0.01 par value
(Title of Class of Securities)
243537107
(CUSIP Number)
Richard T. McGuire III
Marcato Capital Management LP
Four Embarcadero Center, Suite 2100
San Francisco, CA 94111
(415) 796-6350
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies to:
Richard M. Brand
Joshua
A. Apfelroth
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212)
504-6000
December 4, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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 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).
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Page 2 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 2 of 10 |
1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Capital Management LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ITEMS 2(d) or 2(e) ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,702,531 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,702,531 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,702,531 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 8.5% | |||||
14 | TYPE OF REPORTING PERSON IA |
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Page 3 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 3 of 10 |
1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard T. McGuire III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ITEMS 2(d) or 2(e) ☐ | |||||
6 | CITIZENSHIP OR PLACE OF United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,702,531 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,702,531 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,702,531 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 8.5% | |||||
14 | TYPE OF REPORTING PERSON IN |
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Page 4 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 4 of 10 |
1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato International Master Fund Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ITEMS 2(d) or 2(e) ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 2,556,294 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 2,556,294 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,556,294 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 8.0% | |||||
14 | TYPE OF REPORTING PERSON OO |
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Page 5 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 5 of 10 |
1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MCM Encore IM LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS AF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ITEMS 2(d) or 2(e) ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 146,237 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 146,237 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,237 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.5% | |||||
14 | TYPE OF REPORTING PERSON IA |
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Page 6 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 6 of 10 |
1 | NAME OF I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Encore Master Fund, Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
3 | SEC USE ONLY | |||||
4 | SOURCE OF FUNDS WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL ITEMS 2(d) or 2(e) ☐ | |||||
6 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 146,237 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 146,237 | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,237 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.5% | |||||
14 | TYPE OF REPORTING PERSON OO |
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Page 7 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 7 of 10 |
This amendment No. 6 to Schedule 13D (this Amendment No. 6), 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. 6, 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. 6 shall have the meaning ascribed to them in the
Schedule 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.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplementally amended as follows:
On December 4, 2017, Marcato International submitted to the Issuer an update and supplement to the Notice to notify the Issuer of Marcato
Internationals withdrawal of Deborah M. Derby, Matthew P. Hepler, Robert D. Huth, Jan Rogers Kniffen, Mitchell A. Kosh and Nathaniel J. Lipman as Nominees. A copy of such update and supplement is filed herewith as Exhibit L and is incorporated
herein by reference. Kirsten J. Feldman, Steve Fuller and Anne Waterman continue to be Marcatos Nominees for election to the Board at the 2017 Annual Meeting and Marcato intends to nominate each of Kirsten J. Feldman, Steve Fuller and Anne
Waterman at the 2017 Annual Meeting.
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Page 8 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 8 of 10 |
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) As of the date hereof, (i) Marcato and Mr. McGuire may each be deemed to be the beneficial owner of 2,702,531 Shares (the
Marcato Shares), constituting approximately 8.5% of the outstanding Shares, (ii) Marcato International may be deemed to be the beneficial owner of 2,556,294 Shares, constituting approximately 8.0% of the outstanding 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 outstanding Shares, each based upon a total of 31,961,417 Shares outstanding as of
November 3, 2017 (based on disclosure in the Issuers quarterly report on Form 10-Q filed with the SEC on November 9, 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 2,556,294 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 H and K, which are incorporated herein by reference. Except as set forth in Exhibit H and K, 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.
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Page 9 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 9 of 10 |
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing Agreement*
Exhibit B: Schedule
of Transactions in Shares*
Exhibit C: Press Release, dated June 27, 2017*
Exhibit D: Schedule of Transactions in Shares*
Exhibit E:
Notice, dated September 13, 2017*
Exhibit F: Press Release, dated September 13, 2017*
Exhibit G: Form of Engagement and Indemnification Agreement*
Exhibit H: Schedule of Transactions in Shares*
Exhibit I:
Complaint, filed in the Court of Chancery of the State of Delaware, dated October 23, 2017*
Exhibit J: Update and Supplement to the Notice, dated
October 31, 2017*
Exhibit K: Schedule of Transactions in Shares*
Exhibit L: Second Update and Supplement to the Notice, dated December 4, 2017
* | Previously filed. |
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Page 10 of 10 – SEC Filing
SCHEDULE 13D
CUSIP No. 243537107 | Page 10 of 10 |
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: December 4, 2017
Marcato Capital Management LP◆ By: Marcato Holdings LLC, its General Partner | ||
By: | /s/ Richard T. McGuire III | |
Richard T. McGuire III, Authorized Person |
MCM Encore IM LLC◆ By: By: Marcato Holdings LLC, its General Partner | ||
By: | /s/ Richard T. McGuire III | |
Richard T. McGuire III, Authorized Person |
/s/ Richard T. McGuire III◆ |
Richard T. McGuire III |
Marcato International Master Fund Ltd. | ||
By: | /s/ Richard T. McGuire III | |
Richard T. McGuire III, Director |
Marcato Encore Master Fund, Ltd. | ||
By: | /s/ Richard T. McGuire III | |
Richard T. McGuire III, Director |
◆ | This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. |