Lands' End, Incorporated
LANDS' END, INC. (Form: SC 13D/A, Received: 09/05/2017 17:16:42)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

 

 

Lands’ End, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

51509F105

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

August 31, 2017

(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 to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s 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, as amended (the “ 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. 51509F105

 

  1.   

Names of Reporting Persons.

 

ESL Partners, 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)

 

OO

  5.   

Check 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

 

6,268,035

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

6,268,035

   10.   

Shared Dispositive Power

 

15,427,444

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,695,479

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

67.6% (1)

14.   

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


CUSIP No. 51509F105

 

  1.   

Names of Reporting Persons.

 

SPE I Partners, LP

  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)

 

OO

  5.   

Check 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

 

45,156

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

45,156

   10.   

Shared Dispositive Power

 

0

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

45,156

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

0.1% (1)

14.   

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


CUSIP No. 51509F105

 

  1.   

Names of Reporting Persons.

 

SPE Master I, LP

  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)

 

OO

  5.   

Check 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

 

58,156

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

58,156

   10.   

Shared Dispositive Power

 

0

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

58,156

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

0.2% (1)

14.   

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


CUSIP No. 51509F105

 

  1.   

Names of Reporting Persons.

 

RBS Partners, 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)

 

OO

  5.   

Check 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

 

6,371,347

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

6,371,347

   10.   

Shared Dispositive Power

 

15,427,444

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,798,791

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

67.9% (1)

14.   

Type of Reporting Person (See Instructions)

 

PN

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


CUSIP No. 51509F105

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  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)

 

OO

  5.   

Check 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

 

6,371,347

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

6,371,347

   10.   

Shared Dispositive Power

 

15,427,444

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,798,791

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

67.9% (1)

14.   

Type of Reporting Person (See Instructions)

 

CO

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


CUSIP No. 51509F105

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  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)

 

PF

  5.   

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

 

  6.   

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

21,798,791

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

6,371,347

   10.   

Shared Dispositive Power

 

15,427,444

11.   

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,798,791

12.   

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.   

Percent of Class Represented by Amount in Row (11)

 

67.9% (1)

14.   

Type of Reporting Person (See Instructions)

 

IN

 

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer with the Securities and Exchange Commission on September 1, 2017.


This Amendment No. 18 to Schedule 13D (this “ Amendment ”) relates to shares of common stock, par value $0.01 per share (the “ Common Stock ”), of Lands’ End, Inc., a Delaware corporation (the “ Issuer ”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“ Partners ”), SPE I Partners, LP, a Delaware limited partnership (“ SPE I ”), SPE Master I, LP, a Delaware limited partnership (“ SPE Master I ”), RBS Partners, L.P., a Delaware limited partnership (“ RBS ”), ESL Investments, Inc., a Delaware corporation (“ ESL ”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“In various open market purchases between August 31, 2017, and September 1, 2017, Mr. Lampert acquired an aggregate of 534,121 shares of Common Stock for aggregate consideration of approximately $6,689,838 (excluding commissions) using personal funds.

In various open market purchases between August 31, 2017, and September 1, 2017, Partners acquired an aggregate of 218,228 shares of Common Stock for aggregate consideration of approximately $2,746,651 (excluding commissions) using working capital.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of the time of filing on September 5, 2017, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the Issuer set forth in the table below.

 

REPORTING

PERSON

   NUMBER OF
SHARES
BENEFICIALLY
OWNED
    PERCENTAGE
OF
OUTSTANDING
SHARES
    SOLE
VOTING
POWER
    SHARED
VOTING
POWER
     SOLE
DISPOSITIVE
POWER
    SHARED
DISPOSITIVE
POWER
 

ESL Partners, L.P.

     21,695,479  (1)      67.6     6,268,035       0        6,268,035       15,427,444  (1) 

SPE I Partners, LP

     45,156       0.1     45,156       0        45,156       0  

SPE Master I, LP

     58,156       0.2     58,156       0        58,156       0  

RBS Partners, L.P.

     21,798,791  (1)(2)      67.9     6,371,347  (2)      0        6,371,347  (2)      15,427,444  (1) 

ESL Investments, Inc.

     21,798,791  (1)(3)      67.9     6,371,347  (4)      0        6,371,347  (3)      15,427,444  (1) 

Edward S. Lampert

     21,798,791  (1)(4)      67.9     21,798,791  (1)(4)      0        6,371,347  (4)      15,427,444  (1) 


(1) This number includes 15,427,444 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 6,268,035 shares of Common Stock held by Partners, 45,156 shares of Common Stock held by SPE I and 58,156 shares of Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners, SPE I and SPE Master I.
(3) This number includes 6,268,035 shares of Common Stock held by Partners, 45,156 shares of Common Stock held by SPE I and 58,156 shares of Common Stock held by SPE Master I. ESL is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.
(4) This number includes 6,268,035 shares of Common Stock held by Partners, 45,156 shares of Common Stock held by SPE I and 58,156 shares of Common Stock held by SPE Master I. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”


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 5, 2017

    ESL PARTNERS, L.P.
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:   /s/ Edward S. Lampert
    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    SPE I PARTNERS, LP
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:   /s/ Edward S. Lampert
    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    SPE MASTER I, LP
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:   /s/ Edward S. Lampert
    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By: ESL Investments, Inc., as its general partner
    By:   /s/ Edward S. Lampert
    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INVESTMENTS, INC.
    By:   /s/ Edward S. Lampert
    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    EDWARD S. LAMPERT
    By:   /s/ Edward S. Lampert


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS’ END, INC.

 

Entity

  

Date of
Transaction

  

Description

of Transaction

  

Shares
Acquired

    

Price

Per Share

 

Edward S. Lampert

   08/31/2017    Open Market Purchases      451,918      $ 12.6435  

ESL Partners, L.P.

   08/31/2017    Open Market Purchases      201,982      $ 12.6435  

Edward S. Lampert

   09/01/2017    Open Market Purchases      82,203      $ 11.8732  

ESL Partners, L.P.

   09/01/2017    Open Market Purchases      16,246      $ 11.8732