Filing Details

CUSIP No. 71377G100

Page 1 of 3

1

NAME OF REPORTING PERSON: Sagard Capital Partners, L.P.

I.R.S. Identification No. of Above Person (Entities Only):  20-3332164

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a) [

]

(b) [

]

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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: 6,211,288
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 6,211,288

CUSIP No. 71377G100

Page 2 of 3

1

NAME OF REPORTING PERSON: Sagard Capital Partners GP, Inc.

I.R.S. Identification No. of Above Person (Entities Only):  20-3331555

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a) [

]

(b) [

]

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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: 6,211,288
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 6,211,288

CUSIP No. 71377G100

Page 3 of 3

1

NAME OF REPORTING PERSON: Sagard Capital Partners Management Corp.

I.R.S. Identification No. of Above Person (Entities Only):  20-2402055

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)

(a) [

]

(b) [

]

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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: 6,211,288
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 6,211,288

Introduction

This Amendment No. 1 to Schedule 13D (this Statement) relates to the beneficial ownership of the Common Shares, no par value per share (the Shares) of Performance Sports Group, Ltd., a Canadiancorporation (the Issuer).  This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated February 1, 2016.  Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the initial Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented with the addition of the following:

The aggregate purchase price for the additional Shares reported herein as beneficially owned by the Reporting Persons is $6,930,325.29, with purchases in Canadian dollars being converted to U.S. dollars.  All of such additional Shares were acquired with Sagards working capital in open market purchases, unless and except as otherwise noted, as set forth in Item 5(c), which is incorporated by reference herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby supplemented with the addition of the following:

Because the Issuer is a Canadian corporation whose Shares trade on both the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE), and in order to comply with applicable Canadian securities law and regulatory requirements applicable to 10% or greater beneficial ownership, on March 9, 2016, the Reporting Persons filed on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) an Early Warning Report disclosing that the Reporting Persons owned the Shares reflected herein, representing 13.6% of the Shares.  On March 9, 2016, the Reporting Persons also issued a press release in Canada announcing the foregoing, as required by Canadian securities laws and regulations.  A copy of the press release is attached as Exhibit D.  The contents of such press release are incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-5(c) are hereby amended and restated in their entirety as follows:

(a)

The Shares reported herein are held directly by Sagard.  As of the filing of this amendment on March 10, 2016, each Reporting Person beneficially owned 6,211,288 Shares, which represented 13.6% of the outstanding Shares, based upon 45,566,680 Common Shares issued and outstanding as of January 12, 2016, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended November 30, 2015, filed with the Securities and Exchange Commission on January 14, 2016.

In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard.  The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.

The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of March 10, 2016, the date of filing of this amendment.

(b)

Sole power to vote or direct the vote:  0

Shared power to vote or direct the vote:  6,211,288

Sole power to dispose or to direct the disposition:  0

Shared power to dispose or direct the disposition:  6,211,288

The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.

(c)

The following transactions have been effected by Sagard since the filing of its Schedule 13D dated February 1, 2016:

Trade Date		Price		Quantity
2/10/2016		$7.4572		54,000
3/9/2016		$3.0957		52,700
3/9/2016		$3.3147		125,000
3/9/2016		$3.3569		1,772,515

The last transaction above was a block purchase from a financial institution.

Item 7.

Materials to Be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit D

Press Release issued by the Reporting Persons on March 9, 2016.

SIGNATURE

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.

Date:  March 10, 2016	SAGARD CAPITAL PARTNERS, L.P. By: Sagard Capital Partners GP, Inc., its general partner By:      /s/ Dan Friedberg Name: Dan Friedberg Title: President
	SAGARD CAPITAL PARTNERS GP, INC. By:      /s/ Dan Friedberg Name: Dan Friedberg Title: President
	SAGARD CAPITAL PARTNERS MANAGEMENT CORP. By:      /s/ Dan Friedberg Name: Dan Friedberg Title: President

EXHIBIT D

Press Release of the Reporting Persons

SAGARD CAPITAL

325 GREENWICH AVENUE, GREENWICH, CONNECTICUT 06830, TEL: 203.629.6700  

Sagard Capital Announces Holdings in Performance Sports Group Ltd.

Greenwich, Connecticut, March 9, 2016 Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. (collectively, Sagard Capital) issue this press release pursuant to applicable requirements of Canadian securities legislation. Sagard Capital announces that, in a series of purchases today on the Toronto Stock Exchange and the New York Stock Exchange, it has acquired (the Acquisition) a total of 1,950,215 common shares (Shares) of Performance Sports Group Ltd. (the Issuer) at a weighted average price of US$3.35 per Share (or approximately C$4.43 per Share), representing approximately 4.28% of the issued and outstanding Shares. As a result of the Acquisition, Sagard Capital beneficially owns and controls an aggregate of 6,211,288 Shares, representing approximately 13.63% of the issued and outstanding Shares.

Sagard Capital acquired the Shares for the purpose of holding a significant equity position in the Issuer and, in accordance with applicable securities laws, it may increase or decrease its investment in the Issuer depending on market conditions and other relevant factors. Sagard Capital presently expects to engage in communications with the Issuer, the board of directors of the Issuer, and/or one or more shareholders of the Issuer, to suggest that the Issuer nominate one or more representatives of Sagard Capital to the board of directors of the Issuer. Sagard Capital may also in the future take such other actions with respect to its investment in the Issuer as it deems appropriate.

Sagard Capital, a subsidiary of Power Corporation of Canada, is relying on section 5.2 of National Instrument 62-103 in respect of aggregation relief relating to any securities that may be held by Great-West Lifeco Inc. and its subsidiaries, IGM Financial Inc. and its subsidiaries, and any investment fund managed by entities within the Power Corporation of Canada group of companies.

About Sagard Capital

Sagard Capital Partners, L.P. is the direct owner of the Shares reported herein as being beneficially owned and over which control is shared by the entities comprising Sagard Capital. Sagard Capital Partners, L.P. is principally engaged in the business of investing in securities.  Sagard Capital Partners GP, Inc. is the general partner of Sagard Capital Partners, L.P. Sagard Capital Partners Management Corp. is the investment manager of Sagard Capital Partners, L.P.  Each entity comprising Sagard Capital is a subsidiary of Power Corporation of Canada.

Sagard Capitals strategy is to acquire significant minority or control positions in publicly traded small and mid-sized companies. It offers a unique and highly differentiated value proposition to companies looking for supportive, long-term shareholders. Based in Greenwich, Connecticut, Sagard Capital is an evergreen fund with an indefinite holding period for its investments. Sagard