Legacy Acquisition Corp. (NYSE:LGC.UN): Christopher Shackelton And Adam Gray’s Coliseum Capital 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 |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 0 | 2,970,000 | 0 | 2,970,000 | 2,970,000 | 9.9% |
| Coliseum Capital | 0 | 2,172,352 | 0 | 2,172,352 | 2,172,352 | 7.2% |
| Coliseum Capital Partners | 0 | 2,172,352 | 0 | 2,172,352 | 2,172,352 | 7.2% |
| Adam Gray | 0 | 2,970,000 | 0 | 2,970,000 | 2,970,000 | 9.9% |
| Christopher Shackelton | 0 | 2,970,000 | 0 | 2,970,000 | 2,970,000 | 9.9% |
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Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. )
Legacy
Acquisition Corp.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
524643103
(CUSIP Number)
November 21, 2017
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
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Page 2 of 11 – SEC Filing
| CUSIP NO. 524643103 |
| 1. | Names of Coliseum Capital Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 2,970,000 (1) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 2,970,000 (1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,000 (1) | |||||
| 10. | Check if the Aggregate Amount in Row ☐ | |||||
| 11. | Percent of Class Represented by Amount 9.9% | |||||
| 12. | Type of Reporting Person (See OO, IA | |||||
| (1) | The Class A Common Stock, $0.0001 par value per share (the Common Stock) of Legacy Acquisition Corp., a Delaware corporation (the Issuer), is currently held as units (the Units), with each Unit consisting of one share of Common Stock and one warrant to purchase one-half of one share of Common Stock at a price of $5.75 per half share (the Warrants). The Warrants are not currently exercisable within 60 days of this report and also contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
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Page 3 of 11 – SEC Filing
| CUSIP NO. 524643103 |
| 1. | Names of Coliseum Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 2,172,352 (1) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 2,172,352 (1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,172,352 (1) | |||||
| 10. | Check if the Aggregate Amount in Row ☐ | |||||
| 11. | Percent of Class Represented by Amount 7.2% | |||||
| 12. | Type of Reporting Person (See OO | |||||
| (1) | The Common Stock is currently held as Units, with each Unit consisting of one share of Common Stock and one Warrant. The Warrants are not currently exercisable within 60 days of this report and also contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
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Page 4 of 11 – SEC Filing
| CUSIP NO. 524643103 |
| 1. | Names of Coliseum Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 2,172,352 (1) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 2,172,352 (1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,172,352 (1) | |||||
| 10. | Check if the Aggregate Amount in Row ☐ | |||||
| 11. | Percent of Class Represented by Amount 7.2% | |||||
| 12. | Type of Reporting Person (See PN | |||||
| (1) | The Common Stock is currently held as Units, with each Unit consisting of one share of Common Stock and one Warrant. The Warrants are not currently exercisable within 60 days of this report and also contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
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Page 5 of 11 – SEC Filing
| CUSIP NO. 524643103 |
| 1. | Names of Adam Gray | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 2,970,000 (1) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 2,970,000 (1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,000 (1) | |||||
| 10. | Check if the Aggregate Amount in Row ☐ | |||||
| 11. | Percent of Class Represented by Amount 9.9% | |||||
| 12. | Type of Reporting Person (See IN | |||||
| (1) | The Common Stock is currently held as Units, with each Unit consisting of one share of Common Stock and one Warrant. The Warrants are not currently exercisable within 60 days of this report and also contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
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Page 6 of 11 – SEC Filing
| CUSIP NO. 524643103 |
| 1. | Names of Christopher Shackelton | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||||
| 6. | Shared Voting Power 2,970,000 (1) | |||||
| 7. | Sole Dispositive Power 0 | |||||
| 8. | Shared Dispositive Power 2,970,000 (1) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,970,000 (1) | |||||
| 10. | Check if the Aggregate Amount in Row ☐ | |||||
| 11. | Percent of Class Represented by Amount 9.9% | |||||
| 12. | Type of Reporting Person (See IN | |||||
| (1) | The Common Stock is currently held as Units, with each Unit consisting of one share of Common Stock and one Warrant. The Warrants are not currently exercisable within 60 days of this report and also contain a provision prohibiting exercise to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
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Page 7 of 11 – SEC Filing
CUSIP NO. 524643103
Item 1.
| (a) | Name of Issuer |
Legacy Acquisition Corp.
| (b) | Address of Issuers Principal Executive Offices |
1308 Race Street, Suite 200
Cincinnati, Ohio 45202
Item 2.
| (a) | Name of Person Filing |
This Schedule 13G is being filed on behalf of Coliseum Capital
Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum Capital Partners, L.P. (CCP), Adam Gray (Gray) and Christopher Shackelton (Shackelton and together with CCM, CC, CCP and Gray,
the Reporting Persons).
| (b) | Address of Principal Business office or, if None, Residence |
The address of the principal
business and office of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853.
| (c) | Citizenship |
| (i) | CCM is a Delaware limited liability company |
| (ii) | CC is a Delaware limited liability company |
| (iii) | CCP is a Delaware limited partnership |
| (iv) | Gray is a United States citizen |
| (v) | Shackelton is a United States citizen |
| (d) | Title of Class of Securities |
Class A Common Stock, $0.0001 par value per share (the
Common Stock)
| (e) | CUSIP No. |
524643103
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Page 8 of 11 – SEC Filing
CUSIP NO. 524643103
| Item 3. | If this statement is filed pursuant to §§ |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group in accordance with § 240.13d-1(b)(ii)(J). | ||
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership |
The information relating to the beneficial ownership of Common Stock by each
of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.
The
ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 30,000,000 shares of Common Stock issued and outstanding immediately after the consummation of the
Issuers initial public offering, as reported by the Issuer in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 28, 2017.
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Page 9 of 11 – SEC Filing
CUSIP NO. 524643103
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
CCM is the investment
adviser to CCP, which is an investment limited partnership. CC is the General Partner of CCP. Gray and Shackelton are the managers of CC and CCM.
The Reporting Persons may be deemed to be members of a group with respect to the Common Stock owned of record by CCP and a
separate account managed by CCM (the Separate Account). CCP is the record owner of 2,172,352 shares of Common Stock and the Separate Account is the record owner of 797,648 shares of Common Stock.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certifications |
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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Page 10 of 11 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 11, 2017
| COLISEUM CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Chivonne Cassar | |
| Chivonne Cassar, Attorney-in-fact | ||
| COLISEUM CAPITAL PARTNERS, L.P. | ||
| By: | Coliseum Capital, LLC, General Partner | |
| By: | /s/ Chivonne Cassar | |
| Chivonne Cassar, Attorney-in-fact | ||
| CHRISTOPHER SHACKELTON | ||
| By: | /s/ Chivonne Cassar | |
| Chivonne Cassar, Attorney-in-fact | ||
| COLISEUM CAPITAL, LLC | ||
| By: | /s/ Chivonne Cassar | |
| Chivonne Cassar, Attorney-in-fact | ||
| ADAM GRAY | ||
| By: | /s/ Chivonne Cassar | |
| Chivonne Cassar, Attorney-in-fact | ||
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Page 11 of 11 – SEC Filing
EXHIBIT INDEX
| Exhibit | Description |
| 1. | Joint Filing Agreement |
