Page 8 of 12 – SEC Filing
This Amendment No. 12 to Schedule 13D (this Amendment) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities
and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership
(SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability
company, CRK Partners, LLC, a Delaware limited liability company, ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as
otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and
supplemented as follows:
In various open market purchases between July 20, 2016 and August 1, 2016, Mr. Lampert acquired an
aggregate of 348,253 shares of Common Stock for aggregate consideration of approximately $4,999,642 (excluding commissions) using personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its
entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with
respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing on August 2, 2016, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the
Issuer set forth in the table below.
REPORTING PERSON
NUMBER OF
SHARES
BENEFICIALLY
OWNED PERCENTAGE
OF
OUTSTANDING
SHARES SOLE
VOTING
POWER SHARED
VOTING
POWER SOLE
DISPOSITIVE
POWER SHARED
DISPOSITIVE
POWER ESL Partners, L.P.
18,704,879 (1) 58.4 % 6,615,280 0 6,615,280 12,089,599 (1) SPE I Partners, LP
45,156 0.1 % 45,156 0 45,156 0 SPE Master I, LP
58,156 0.2 % 58,156 0 58,156 0 RBS Partners, L.P.
18,808,191 (1)(2) 58.7 % 6,718,592 (2) 0 6,718,592 (2) 12,089,599 (1) ESL Investments, Inc.
18,808,191 (1)(3) 58.7 % 6,718,592 (4) 0 6,718,592 (3) 12,089,599 (1) Edward S. Lampert
18,808,191 (1)(4) 58.7 % 18,808,191 (1)(4) 0 6,718,592 (4) 12,089,599 (1)
(1) This number includes 12,089,599 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert.
Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive
power over, and to indirectly beneficially own, such securities.
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This Amendment No. 12 to Schedule 13D (this Amendment) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities
and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership
(SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability
company, CRK Partners, LLC, a Delaware limited liability company, ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as
otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
supplemented as follows:
In various open market purchases between July 20, 2016 and August 1, 2016, Mr. Lampert acquired an
aggregate of 348,253 shares of Common Stock for aggregate consideration of approximately $4,999,642 (excluding commissions) using personal funds.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its
entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with
respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing on August 2, 2016, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the
Issuer set forth in the table below.
| REPORTING PERSON | NUMBER OF SHARES BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING SHARES | SOLE VOTING POWER | SHARED VOTING POWER | SOLE DISPOSITIVE POWER | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| ESL Partners, L.P. | 18,704,879 | (1) | 58.4 | % | 6,615,280 | 0 | 6,615,280 | 12,089,599 | (1) | |||||||||||||||
| SPE I Partners, LP | 45,156 | 0.1 | % | 45,156 | 0 | 45,156 | 0 | |||||||||||||||||
| SPE Master I, LP | 58,156 | 0.2 | % | 58,156 | 0 | 58,156 | 0 | |||||||||||||||||
| RBS Partners, L.P. | 18,808,191 | (1)(2) | 58.7 | % | 6,718,592 | (2) | 0 | 6,718,592 | (2) | 12,089,599 | (1) | |||||||||||||
| ESL Investments, Inc. | 18,808,191 | (1)(3) | 58.7 | % | 6,718,592 | (4) | 0 | 6,718,592 | (3) | 12,089,599 | (1) | |||||||||||||
| Edward S. Lampert | 18,808,191 | (1)(4) | 58.7 | % | 18,808,191 | (1)(4) | 0 | 6,718,592 | (4) | 12,089,599 | (1) | |||||||||||||
| (1) | This number includes 12,089,599 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities. |
