Outerwall Inc (OUTR): Engaged Capital Continues to Unload Stake

Page 9 of 13 – SEC Filing

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares owned by each of Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in an account separately managed by Engaged Capital (the “Engaged Capital Account”) 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 has been previously otherwise noted. The aggregate purchase price of the 25,333 Shares beneficially owned by Engaged Capital Flagship Master is approximately $1,044,752, including brokerage commissions.  The aggregate purchase price of the 61,116 Shares beneficially owned by Engaged Capital Co-Invest III is approximately $1,624,323, including brokerage commissions.  The aggregate purchase price of the 3,554 Shares held in the Engaged Capital Account is approximately $92,431, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

 (a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 17,215,600 Shares outstanding as of July 22, 2016, 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 July 28, 2016.

As of the close of business on August 17, 2016, Engaged Capital Flagship Master beneficially owned 25,333 Shares, constituting less than 1% of the Shares outstanding.  Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 25,333 Shares owned by Engaged Capital Flagship Master, constituting less than 1% of the Shares outstanding.

As of the close of business on August 17, 2016, Engaged Capital Co-Invest III beneficially owned 61,116 Shares, constituting less than 1% of the Shares outstanding.

As of the close of business on August 17, 2016, 3,554 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and Engaged Capital Co-Invest III and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.  Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.  Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 90,003 Shares owned in the aggregate by Engaged Capital Flagship Master and Engaged Capital Co-Invest III and held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.