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: 7,721,599
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 7,721,599

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: 7,721,599
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 7,721,599

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: 7,721,599
	9 SOLE DISPOSITIVE POWER: 0
	10 SHARED DISPOSITIVE POWER: 7,721,599

Introduction

This Amendment No. 7 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, as heretofore amended (as so amended, the Schedule 13D).  Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given to such terms in the initial Schedule 13D.

Item 4.

Purpose of Transaction.

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

The Reporting Persons recently reported that they will continue to evaluate developments and circumstances related to the Issuer, including, without limitation, the Issuers financial position and capital structure, the status of the Issuers discussions with its lenders, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions.

On September 2, 2016, the Reporting Persons and the Issuer terminated the Shareholder Nomination Agreement dated March 28, 2016 (the Shareholder Nomination Agreement), which contained, among other things, (i) certain board nomination rights of Sagard Capital which would have been effective through a 2016 annual shareholders meeting (if held prior to October 31, 2016) and (ii) various standstill restrictions on Sagard Capital (as described in Amendment No. 3 to Schedule 13D dated March 28, 2016 and in the exhibits thereto).  The Reporting Persons elected to agree to terminate the Shareholder Nomination Agreement pursuant to a termination agreement dated September 2, 2016 (the Termination Agreement) due to the likelihood that such an annual meeting will not be held by October 31, 2016, and in order to terminate the standstill provisions.  Simultaneously with such termination, Sagard Capital entered into a confidentiality agreement with the Issuer to replace the confidentiality agreement previously entered into on March 28, 2016 in conjunction with the Shareholder Nomination Agreement.

In light of this termination and the Issuers recent public announcement that it has engaged advisors to assist the Issuer in pursuing strategic alternatives, and depending upon developments and circumstances related to the Issuer described above and elsewhere in the Schedule 13D, the Reporting Persons may consider, discuss and/or propose or adopt various plans or proposals related to possible strategic alternatives regarding the Issuer and its subsidiaries, including plans or proposals related to:

·

restructurings;

·

possible issuances by the Issuer of additional or refinancing indebtedness and/or equity or equity-linked securities;

·

the acquisition of indebtedness of the Issuer or its subsidiaries;

·

the acquisition of additional equity securities of the Issuer, or the acquisition of all or substantially all of the Issuers equity securities; and/or

·

other strategic alternatives.

Any such discussions or proposals may be directed to or discussed with the Issuer, its advisors, its securityholders and/or its lenders, with advisors to the Reporting Persons and/or with potential sources of financing and co-investors for any of the foregoing, among others.

The Reporting Persons presently plan to discuss ideas concerning the foregoing items with potential sources of financing and co-investors for any of the foregoing.

There can be no assurance that the Reporting Persons will submit a plan or proposal with respect to any of the foregoing, that the Reporting Persons or any other person (including the Issuer) will agree to any definitive agreement with respect to any of the foregoing, or that any of the foregoing will occur.  Nothing contained herein shall be deemed to constitute an offer to sell or purchase or the solicitation of an offer to sell or purchase any securities, nor shall there be any purchase or sale of any securities in any province, country, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, country, state or jurisdiction.  

Nothing contained herein shall be construed to suggest that the Reporting Persons and/or any such potential sources of financing and/or co-investors are  a group (as defined in Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended), the existence of which is expressly disclaimed.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby supplemented by the addition of the following:

On September 2, 2016, the Reporting Persons and the Issuer entered into the Termination Agreement, which terminated the Shareholder Nomination Agreement, including the standstill provisions contained therein, and entered into a replacement confidentiality agreement.

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: September 2, 2016	SAGARD CAPITAL PARTNERS, L.P. By: Sagard Capital Partners GP, Inc., its general partner By: /s/ Samuel Robinson Name: Samuel Robinson Title: President
	SAGARD CAPITAL PARTNERS GP, INC. By: /s/ Samuel Robinson Name: Samuel Robinson Title: President
	SAGARD CAPITAL PARTNERS MANAGEMENT CORP. By: /s/ Samuel Robinson Name: Samuel Robinson Title: President