Filing Details
- Accession Number:
- 0001193125-22-165351
- Form Type:
- 13D Filing
- Publication Date:
- 2022-05-31 20:00:00
- Filed By:
- Mill Road Capital Iii, L.p.
- Company:
- Big Lots Inc (NYSE:BIG)
- Filing Date:
- 2022-06-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mill Road Capital III | 1,462,851 | 9. | 1,462,851 | 11. | 1,462,851 | 5.1% |
| Mill Road Capital III GP | 1,462,851 | 9. | 1,462,851 | 11. | 1,462,851 | 5.1% |
| Thomas E. Lynch | 8. | 1,462,851 | 10. | 1,462,851 | 1,462,851 | 5.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Big Lots, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
089302103
(CUSIP Number)
Mill Road Capital III, L.P.
Attn: Thomas E. Lynch
382 Greenwich Avenue
Suite One
Greenwich, CT 06830
203-987-3500
With a copy to:
Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1151
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 27, 2022
(Date of Event which Requires Filing of this Statement)
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), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.
| * | 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).
| CUSIP No. 089302103 | 13D | Page 2 of 8 Pages |
| 1. | Names of Reporting Persons.
Mill Road Capital III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
1,462,851 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
1,462,851 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,462,851 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 089302103 | 13D | Page 3 of 8 Pages |
| 1. | Names of Reporting Persons
Mill Road Capital III GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
1,462,851 | ||||
| 8. | Shared Voting Power
| |||||
| 9. | Sole Dispositive Power
1,462,851 | |||||
| 10. | Shared Dispositive Power
| |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,462,851 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 089302103 | 13D | Page 4 of 8 Pages |
| 1. | Names of Reporting Persons.
Thomas E. Lynch | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
| ||||
| 8. | Shared Voting Power
1,462,851 | |||||
| 9. | Sole Dispositive Power
| |||||
| 10. | Shared Dispositive Power
1,462,851 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,462,851 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.1% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 089302103 | Page 5 of 8 Pages |
This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the Common Stock), of Big Lots, Inc., an Ohio corporation (the Issuer), filed by the Reporting Persons (as defined below) on March 15, 2022 (such joint statement, as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
| 1. | Item 6 of the Schedule 13D shall hereby be amended by replacing the first two paragraphs and the first table with the following: |
The table below lists the standard American-style, exchange-traded put options (Put Options) purchased and sold by the Fund during the Reporting Period that are outstanding as of June 1, 2022. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the purchase and sale prices do not reflect brokerage commissions paid.
| CUSIP No. 089302103 | Page 6 of 8 Pages |
| Date of Purchase/Sale | Value per Underlying Share at which Put Options were Purchased/Sold ($) | Shares Underlying Put Options (100s) | Put Options Strike Price per Share ($) | Put Options Expiration Date | ||||||||||||
| 04/04/2022 | $ | 4.3457 | (135 | ) | $ | 35.00 | 07/15/2022 | |||||||||
| 05/27/2022 | $ | 3.6458 | (2,460 | ) | $ | 25.00 | 10/21/2022 | |||||||||
| 05/27/2022 | $ | 4.6578 | (898 | ) | $ | 25.00 | 01/20/2023 | |||||||||
| 05/31/2022 | $ | 4.3975 | (4,325 | ) | $ | 25.00 | 10/21/2022 | |||||||||
| 05/31/2022 | $ | 5.2766 | (625 | ) | $ | 25.00 | 01/20/2023 | |||||||||
| 06/01/2022 | $ | 3.8879 | (3,356 | ) | $ | 22.50 | 10/21/2022 | |||||||||
| 06/01/2022 | $ | 4.9852 | (1,614 | ) | $ | 25.00 | 10/21/2022 | |||||||||
| 06/01/2022 | $ | 4.8954 | (50 | ) | $ | 22.50 | 01/20/2023 | |||||||||
Each of these Put Options gives the purchaser the right (but not the obligation) to sell to the other party, on or before the options expiration date, the number of shares of Common Stock underlying the option, at a sale price per share equal to the options strike price per share. If a Put Option is exercised on or before its expiration date, the party that sold the option must purchase the underlying shares of Common Stock in exchange for the options aggregate exercise price.
| 2. | Item 6 of the Schedule 13D shall hereby be amended by replacing the second table with the following: |
| Date of Sale | Value per Underlying Share at which Call Options were Sold ($) | Shares Underlying Call Options (100s) | Call Options Strike Price per Share ($) | Call Options Expiration Date | ||||||||||||
| 04/04/2022 | $ | 2.3550 | 135 | $ | 40.00 | 07/15/2022 | ||||||||||
| 05/27/2022 | $ | 3.3281 | 3,558 | $ | 30.00 | 10/21/2022 | ||||||||||
| 05/27/2022 | $ | 4.2106 | 898 | $ | 30.00 | 01/20/2023 | ||||||||||
| 05/31/2022 | $ | 2.3589 | 3,775 | $ | 30.00 | 10/21/2022 | ||||||||||
| 05/31/2022 | $ | 3.1986 | 625 | $ | 30.00 | 01/20/2023 | ||||||||||
| 06/01/2022 | $ | 2.0727 | 2,933 | $ | 27.50 | 10/21/2022 | ||||||||||
| 06/01/2022 | $ | 1.7686 | 1,489 | $ | 30.00 | 10/21/2022 | ||||||||||
| 06/01/2022 | $ | 2.9172 | 50 | $ | 27.50 | 01/20/2023 | ||||||||||
| CUSIP No. 089302103 | Page 7 of 8 Pages |
3. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.
[signature page follows]
| CUSIP No. 089302103 | Page 8 of 8 Pages |
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: June 1, 2022 | ||
| MILL ROAD CAPITAL III, L.P. | ||
| By: | Mill Road Capital III GP LLC, | |
| its General Partner | ||
| By: | /s/ Thomas E. Lynch | |
| Thomas E. Lynch | ||
| Management Committee Director and Chairman | ||
| MILL ROAD CAPITAL III GP LLC | ||
| By: | /s/ Thomas E. Lynch | |
| Thomas E. Lynch | ||
| Management Committee Director and Chairman | ||
| THOMAS E. LYNCH | ||
| /s/ Thomas E. Lynch | ||
| Thomas E. Lynch | ||