Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

	SCHEDULE 13D
	(Rule 13d-101)

 

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

 

(Amendment No. 2)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. o

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

*                                         Based on 47,986,975 shares of Common Stock outstanding as reported in the Form 10-K filed by the Issuer on May 10, 2016, and calculated in accordance with Rule 13d-3(d)(1)(i).

 

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*                                         Based on 47,986,975 shares of Common Stock outstanding as reported in the Form 10-K filed by the Issuer on May 10, 2016, and calculated in accordance with Rule 13d-3(d)(1)(i).

 

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*                                         Based on 47,986,975 shares of Common Stock outstanding as reported in the Form 10-K filed by the Issuer on May 10, 2016, and calculated in accordance with Rule 13d-3(d)(1)(i).

 

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This Amendment No. 2 (this Amendment) amends and supplements the Schedule 13D filed on November 18, 2013 with the Securities and Exchange Commission (the Original Schedule 13D and, as further amended and supplemented by Amendment No. 1 (Amendment No. 1) to the Original Schedule 13D filed on May 10, 2016 with the Securities and Exchange Commission, the Schedule 13D) by the Reporting Persons with respect to the Common Stock of the Issuer.  Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Original Schedule 13D.

 

Item 2.                                 Identity and Background

 

This Amendment amends and restates Item 2(c) of the Original Schedule 13D in its entirety as set forth below:

 

(c)                                 William A. Kip Tindell, III is the Chairman of the Board of Directors of the Issuer.

 

Melissa Reiff is the Chief Executive Officer and serves on the Board of Directors of the Issuer.

 

Sharon Tindell is the President and Chief Merchandising Officer and serves on the Board of Directors of the Issuer.

 

Item 4.                                 Purpose of Transaction

 

This Amendment amends and restates Item 4 of the Schedule 13D in its entirety as set forth below:

 

The Common Stock acquired by the Reporting Persons in the Exchange and the other Common Stock included in this Schedule 13D are held or beneficially owned by the Reporting Persons for investment purposes.  However, the Reporting Persons are the:

 

·                  Chairman of the Board of Directors;

 

·                  Chief Executive Officer and director; and

 

·                  President and Chief Merchandising Officer and director

 

of the Issuer, respectively. As such, the Reporting Persons intend to participate in and actively influence the affairs of the Issuer.  The Reporting Persons expect to acquire additional Common Stock of the Issuer through compensatory grants by the Issuer or through public or private purchases. The Reporting Persons may dispose of a portion of their respective interests in the Issuer through public or private sales, transfers to trusts with which the Reporting Persons may or may not serve as a trustee, or by gift or donation to family members, charitable organizations or third parties.  In the ordinary course of their duties as executive officers and directors of the Issuer, the Reporting Persons have and expect in the future to discuss and to make decisions regarding plans or proposals with respect to the matters specified in clauses (a) through (j) of Item 4 of this Schedule 13D with the Issuer.

 

Pursuant to the approval of the Issuers Board of Directors (the Board) on May 5, 2016, effective July 1, 2016, Melissa Reiff, former President and Chief Operating Officer of the Issuer, became the Issuers Chief Executive Officer, succeeding William A. Kip Tindell, III, and Sharon Tindell added President to her Chief Merchandising Officer title.  William A. Kip Tindell, III, former Chairman and Chief Executive Officer, retains his role as Chairman of the Board.

 

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Pursuant to a stockholders agreement entered into by the Issuer, Reporting Persons and Green Equity Investors V, L.P., a Delaware limited partnership (GEI V), Green Equity Investors Side V, L.P., a Delaware limited partnership (GEI Side V), and TCS Co-Invest, LLC, a Delaware limited liability company (TCS Co-Invest, and together with GEI V and GEI Side V, the Investors), on August 16, 2007, the Reporting Persons held certain registration rights relating to the Issuer.  Upon the closing of the Issuers initial public offering (the IPO), this stockholders agreement was amended and restated (the Amended Stockholders Agreement) such that the registration rights provisions, which include the obligation of the Reporting Persons to agree to enter into holdback arrangements of the kind discussed in the following paragraph, remain in effect.  For further information, see Item 6 of the Original Schedule 13D, and the Amended Stockholders Agreement filed with the Original Schedule 13D as Exhibit 2.

 

Concurrently with the closing of the IPO, the Reporting Persons entered into a voting agreement (the Voting Agreement) with the Investors. The Voting Agreement provided that, for so long as the Investors and the Reporting Persons collectively held at least 40% of the Issuers outstanding Common Stock, or the agreement is otherwise terminated in accordance with its terms, the Investors would vote their shares of the Issuers Common Stock in favor of the election of each of the Reporting Persons to the Board upon their nomination by the Nominating and Corporate Governance Committee of the Board and each of the Reporting Persons would vote their shares of the Issuers Common Stock in favor of the election of the directors affiliated with the Investors upon their nomination by the Nominating and Corporate Governance Committee of the Board.  On May 6, 2016, the Reporting Persons entered into a Termination of Voting Agreement (the Termination Agreement) with the Investors, pursuant to which the parties agreed to terminate the Voting Agreement; provided that each Investor agreed to vote all shares of Common Stock owned or held of record by such Investor at the annual meeting of the Issuers stockholders to be held in 2016 (the 2016 Annual Meeting), in favor of, or to take all actions by written consent in lieu of any such 2016 Annual Meeting as are necessary, to cause the election of William A. Kip Tindell, III as a member of the Board to the extent such person is nominated for election as a director by the Nominating and Corporate Governance Committee of the Board.

 

On August 1, 2016, the Issuer held its 2016 Annual Meeting, and each Investor voted all shares of the Issuers Common Stock owned or held of record by such Investor at the 2016 Annual Meeting in favor of the election of William A. Kip Tindell, III to the Board.  Therefore, all obligations under the Termination Agreement have been satisfied and the Voting Agreement has terminated.  As a result, the Investors no longer have any obligation to vote their shares of the Issuers Common Stock in favor of the election of each of the Reporting Persons to the Board, and the Reporting Persons no longer have any obligation to vote their shares of the Issuers Common Stock in favor of the election of the directors affiliated with the Investors to the Board.

 

For further information, see Item 6 of Amendment No. 1, and the Termination Agreement filed as Exhibit 6 to Amendment No. 1.

 

Item 5.                             Interest in Securities of the Issuer

 

This Amendment amends and restates Item 5 of the Schedule 13D in its entirety as set forth below:

 

(a) and (b)  The information contained on the cover pages to this Schedule 13D and Item 3 is incorporated herein by reference.

 

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The Reporting Persons collectively beneficially own 4,516,752 shares of Common Stock.  Of these 4,516,752 shares of Common Stock:

 

·                  William A. Kip Tindell beneficially owns 1,668,717 shares of Common Stock, of which 85,000 are shares of Common Stock receivable upon the exercise of currently exercisable stock options granted on October 31, 2013, and 1,583,717 are directly held shares of Common Stock;

·                  Sharon Tindell beneficially owns 1,817,032 shares of Common Stock, of which 104,553 are shares of Common Stock receivable upon the exercise of currently exercisable stock options granted on October 31, 2013, and 1,712,479 are directly held shares of Common Stock; and

·                  Melissa Reiff beneficially owns 1,031,003 shares of Common Stock, of which 37,723 are shares of Common Stock receivable upon the exercise of currently exercisable stock options granted on June 20, 2012, 522,934 are shares of Common Stock receivable upon the exercise of currently exercisable stock options granted on October 31, 2013, and 470,346 are directly held shares of Common Stock.

 

(c)                                  This Amendment amends Item 5(c) of the Schedule 13D as set forth below:

 

Effective July 1, 2016, the Issuer granted the following shares of restricted Common Stock to the Reporting Persons:

 

·                                          Melissa Reiff: 226,014 shares of restricted Common Stock; and

 

·                                          Sharon Tindell: 90,348 shares of restricted Common Stock.

 

On August 1, 2016, pursuant to the terms of his Third Amended and Restated Employment Agreement and the Issuers Non-Employee Director Compensation Policy, William A. Kip Tindell, III received an option to purchase 30,675 shares of the Issuers Common Stock, at an exercise price of $5.35 per share.  Subject to the Mr. Tindells continued service through each such vesting date, the option will vest and become exercisable in three equal installments as follows: (i) the first installment will vest on the earlier of (x) the day immediately preceding the date of the first annual meeting of the Issuers stockholders (any annual meeting of the Issuers stockholders, an Annual Meeting) following August 1, 2016 (the Grant Date) and (y) August 1, 2017; (ii) the second installment will vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Grant Date and (y) August 1, 2018; and (iii) the third installment will vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Grant Date and (y) August 1, 2019.

 

Other than the transactions reported herein, none of the Reporting Persons has effected any transactions involving the Common Stock in the 60 days prior to filing this Schedule 13D.

 

(d)                                 Not applicable.

 

(e)                                  As a result of the completion of the Issuers 2016 Annual Meeting, as of August 1, 2016, all obligations under the Termination Agreement have been satisfied, and the Voting Agreement has terminated.  Therefore, the Reporting Persons ceased to be a group with the Investors, and Melissa Reiff ceased to be part of a group with William A. Kip Tindell, III and Sharon Tindell.  As a result, as of August 1, 2016, Melissa Reiff ceased to be the beneficial owner of more than 5% of the Issuers Common Stock.

 

Because William A. Kip Tindell, III and Sharon Tindell are husband and wife, they may be deemed to share voting and investment control over each others shares, and may be deemed to be a group within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended. Mr. and Ms. Tindell disclaim beneficial ownership of each others shares.

 

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Item 7.                             Material to be Filed as Exhibits

 

Exhibit 5                                               Joint Filing Agreement, dated November 18, 2013 (incorporated by reference to Exhibit 5 to the Reporting Persons Original Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013).

 

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SIGNATURE

 

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

 

 

Dated:               August 8, 2016
	By:	/s/ WILLIAM A. TINDELL, III
		Name: William A. Kip Tindell, III
	By:	/s/ SHARON TINDELL
		Name: Sharon Tindell
	By:	/s/ MELISSA REIFF
		Name: Melissa Reiff

 

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EXHIBIT INDEX

 

EXHIBIT NO.		DESCRIPTION
Exhibit 5		Joint Filing Agreement, dated November 18, 2013 (incorporated by reference to Exhibit 5 to the Reporting Persons Original Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013).

 

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