As revealed in a recent 13D filing with the US SEC, on April 11, Glen W. Welling‘s Engaged Capital LLC entered into a Cooperation Agreement with Outerwall Inc (NASDAQ:OUTR), under the terms of which, the company would increase the size of the board of directors and appoint Jeffrey J. Brown to the board immediately upon the execution of the agreement. In exchange, Engaged Capital agreed to vote its shares at the company’s 2016 annual meeting of stockholders in favor of the slate of directors recommended by the Board and in favor of the ratification of the appointment of the company’s independent registered public accounting firm and in accordance with the recommendation of Institutional Shareholder Services on each other proposal to come before the 2016 Annual Meeting, subject to certain exceptions. Engaged Capital owns 2.43 million shares of Outerwall Inc (NASDAQ:OUTR), which account for 14.6% of the total outstanding stock.
Heading into 2016, a total of 28 funds tracked by Insider Monkey were bullish on Outerwall. Among them, Arlington Value Capital, managed by Allan Mecham and Ben Raybould, held the largest stake, which was worth $50.6 million at the end of 2015. Coming in second is Debra Fine’ Fine Capital Partners, which reported a $44.6 million position. Other investors long the stock stock are William C. Martin’s Raging Capital Management and Joel Greenblatt’s Gotham Asset Management.
On the other hand, John C. Walker’s Stonerise Capital Management dropped the most valuable position in Outerwall Inc (NASDAQ:OUTR), valued at $3.7 million in stock, and Ken Griffin’s Citadel Investment Group also closed its stake and dumped about $3.7 million worth of shares during the fourth quarter.
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 |
---|---|---|---|---|---|---|
Engaged Capital Master Feeder I | 196,918 | 196,918 | 196,918 | 1.2% | ||
Engaged Capital Master Feeder II | 487,459 | 487,459 | 487,459 | 2.9% | ||
Engaged Capital Co-Invest III | 1,650,793 | 1,650,793 | 1,650,793 | 9.9% | ||
Engaged Capital I | 196,918 | 196,918 | 196,918 | 1.2% | ||
Engaged Capital I Offshore, Ltd | 196,918 | 196,918 | 196,918 | 1.2% | ||
Engaged Capital II | 487,459 | 487,459 | 487,459 | 2.9% | ||
Engaged Capital II Offshore Ltd | 487,459 | 487,459 | 487,459 | 2.9% | ||
Engaged Capital | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
Engaged Capital Holdings | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% | ||
Glenn W. Welling | 2,431,170 | 2,431,170 | 2,431,170 | 14.6% |
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Page 1 of 15 – SEC Filing
(Name, Address and Telephone Number of Person
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Page 2 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital Master Feeder I, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 196,918 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 3 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital Master Feeder II, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 487,459 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 4 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital Co-Invest III, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 1,650,793 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 1,650,793 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,650,793 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 5 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital I, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 196,918 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 6 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital I Offshore, Ltd. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 196,918 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 196,918 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,918 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% | ||
14 | TYPE OF REPORTING PERSON CO |
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Page 7 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital II, LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 487,459 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 8 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital II Offshore Ltd. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 487,459 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 487,459 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 487,459 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON CO |
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Page 9 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 10 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Engaged Capital Holdings, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 11 of 15 – SEC Filing
1 | NAME OF REPORTING PERSON Glenn W. Welling | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,431,170 | |
8 | SHARED VOTING POWER – 0 – | ||
9 | SOLE DISPOSITIVE POWER 2,431,170 | ||
10 | SHARED DISPOSITIVE POWER – 0 – | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,431,170 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.6% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 12 of 15 – SEC Filing
Item 4. | Purpose of Transaction. |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
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Page 13 of 15 – SEC Filing
Item 7. | Material to be Filed as Exhibits. |
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Page 14 of 15 – SEC Filing
Engaged Capital Master Feeder I, LP | |||
By: | Engaged Capital, LLC General Partner | ||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
Engaged Capital Master Feeder II, LP | |||
By: | Engaged Capital, LLC General Partner | ||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
Engaged Capital Co-Invest III, L.P. | |||
By: | Engaged Capital, LLC General Partner | ||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
Engaged Capital I, LP | |||
By: | Engaged Capital, LLC General Partner | ||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
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Page 15 of 15 – SEC Filing
Engaged Capital I Offshore, Ltd. | |||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Director |
Engaged Capital II, LP | |||
By: | Engaged Capital, LLC General Partner | ||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
Engaged Capital II Offshore Ltd. | |||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Director |
Engaged Capital, LLC | |||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Founder and Chief Investment Officer |
Engaged Capital Holdings, LLC | |||
By: | /s/ Glenn W. Welling | ||
Name: | Glenn W. Welling | ||
Title: | Sole Member |
/s/ Glenn W. Welling | |
Glenn W. Welling |