Filing Details

CUSIP No.  87403A107

SCHEDULE 13D

Page 2 of Pages 9

1	NAME OF REPORTING PERSON
	SCION ASSET MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
			0
		8	SHARED VOTING POWER
			2,600,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,600,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	2,600,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1% (1)
14	TYPE OF REPORTING PERSON
	IA

CUSIP No.  87403A107

SCHEDULE 13D

Page 3 of Pages 9

1	NAME OF REPORTING PERSON
	MICHAEL J. BURRY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,600,000
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,600,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
	2,600,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.1% (1)
14	TYPE OF REPORTING PERSON
	IN, HC

Item 1.

SECURITY AND ISSUER

Item 2.

IDENTITY AND BACKGROUND

Item 4.

PURPOSE OF TRANSACTION

The Reporting Persons acquired the Shares reported herein for investment purposes. In connection with their investment, on August 2, 2019, the Reporting Persons sent the Company’s Board of Directors (the “Board) a letter (the “August 2 Letter”) noting their concerns regarding the Issuer’s capital management. Specifically, in the August 2 Letter, the Reporting Persons recommended that the Board (i) prioritize a substantial buyback along with continued aggressive debt reduction, and (ii) eliminate or vastly reduce the dividend in order to facilitate these recommended capital allocations. On August 19, 2019, the Reporting Persons sent the Board another letter (the “August 19 Letter”) in which they reiterated their recommendations from the August 2 Letter.  On August 30, 2019, the Reporting Persons sent the Board a third letter (the “August 30 Letter”) in which they (i) again raised their recommendation, set forth in both the August 2 Letter and August 19 Letter, that the Board effect a share repurchase; (ii) citing an unconfirmed news report, suggested that any potential offer to buy the Company at a price that would value the Company at around $10 per Share would be unacceptable to shareholders; (iii) encouraged Company management to explore the market for a sale of the Company’s Canadian operations and focus on its US store operations.

A copy of each of the August 2 Letter, the August 19 Letter and the August 30 Letter is filed with this Schedule 13D as Exhibit C, Exhibit D and Exhibit E, respectively.

The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Issuer’s board of directors; and (iv) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Also, consistent with their investment intent, the Reporting Persons have engaged, and may further engage, in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5

INTEREST IN THE SECURITIES OF THE ISSUER

(a) Each of the Reporting Persons may be deemed to beneficially own 2,600,000 Shares, which equates to approximately 5.1% of the total number of Shares outstanding. This amount consists of (a) 1,624,918 Shares held for the account of Master, (b) 530,473 Shares held for the account of Value, and (c) 444,609 Shares held for the account of the SMA. The beneficial ownership percentages reported herein are based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

SIGNATURES

 

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

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