SEC FORM
4
SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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2. Issuer Name and Ticker or Trading Symbol
LANDS' END, INC.
[ LE ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 07/19/2017
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock, par value $0.01 per share |
07/19/2017 |
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P |
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75,639 |
A |
$13.4642
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12,670,941 |
D
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Common Stock, par value $0.01 per share |
07/20/2017 |
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P |
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40,400 |
A |
$13.4426
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12,711,341 |
D
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Common Stock, par value $0.01 per share |
07/21/2017 |
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P |
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12,495 |
A |
$13.2871
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12,723,836 |
D
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Common Stock, par value $0.01 per share |
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6,049,807 |
I |
See Footnotes
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Common Stock, par value $0.01 per share |
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45,156 |
I |
See Footnotes
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Common Stock, par value $0.01 per share |
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58,156 |
I |
See Footnotes
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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1. Name and Address of Reporting Person*
1170 KANE CONCOURSE, SUITE 200 |
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(Street)
BAY HARBOR ISLANDS |
FL |
33154 |
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Explanation of Responses: |
Remarks: |
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/s/ Edward S. Lampert |
07/21/2017 |
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ESL PARTNERS, L.P., By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer |
07/21/2017 |
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SPE I PARTNERS, LP, By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer |
07/21/2017 |
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SPE MASTER I, LP, By: RBS Partners, L.P. Its: General Partner, By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer |
07/21/2017 |
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RBS PARTNERS, L.P., By: ESL Investments, Inc. Its: General Partner, By: /s/ Edward S. Lampert Title: Chief Executive Officer |
07/21/2017 |
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ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert Title: Chief Executive Officer |
07/21/2017 |
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** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 99.1
JOINT FILER INFORMATION
Other Reporting Person(s)
1. ESL PARTNERS, L.P.
Item Information
Name: ESL Partners, L.P.
Address: 1170 Kane Concourse, Suite 200, Bay Harbor
Islands, FL 33154
Designated Filer: Edward S. Lampert
Date of Event Requiring July 19, 2017
Statement (Month/Day/Year):
Issuer Name and Ticker or Lands' End, Inc. [LE]
Trading Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Not Applicable
Filed (Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
Signature: By: RBS Partners, L.P.
Its: General Partner
By: ESL Investments, Inc.
Its: General Partner
By: /s/ Edward S. Lampert
--------------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
Date: July 21, 2017
2. SPE I PARTNERS, LP
Item Information
Name: SPE I Partners, LP
Address: 1170 Kane Concourse, Suite 200, Bay Harbor
Islands, FL 33154
Designated Filer: Edward S. Lampert
Date of Event Requiring July 19, 2017
Statement (Month/Day/Year):
Issuer Name and Ticker or Lands' End, Inc. [LE]
Trading Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Not Applicable
Filed (Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
Signature: By: RBS Partners, L.P.
Its: General Partner
By: ESL Investments, Inc.
Its: General Partner
By: /s/ Edward S. Lampert
--------------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
Date: July 21, 2017
3. SPE MASTER I, LP
Item Information
Name: SPE Master I, LP
Address: 1170 Kane Concourse, Suite 200, Bay Harbor
Islands, FL 33154
Designated Filer: Edward S. Lampert
Date of Event Requiring July 19, 2017
Statement (Month/Day/Year):
Issuer Name and Ticker or Lands' End, Inc. [LE]
Trading Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Not Applicable
Filed (Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
Signature: By: RBS Partners, L.P.
Its: General Partner
By: ESL Investments, Inc.
Its: General Partner
By: /s/ Edward S. Lampert
--------------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
Date: July 21, 2017
4. RBS PARTNERS, L.P.
Item Information
Name: RBS Partners, L.P.
Address: 1170 Kane Concourse, Suite 200, Bay Harbor
Islands, FL 33154
Designated Filer: Edward S. Lampert
Date of Event Requiring July 19, 2017
Statement (Month/Day/Year):
Issuer Name and Ticker or Lands' End, Inc. [LE]
Trading Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Not Applicable
Filed (Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
Signature: By: ESL Investments, Inc.
Its: General Partner
By: /s/ Edward S. Lampert
--------------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
Date: July 21, 2017
5. ESL INVESTMENTS, INC.
Item Information
Name: ESL Investments, Inc.
Address: 1170 Kane Concourse, Suite 200, Bay Harbor
Islands, FL 33154
Designated Filer: Edward S. Lampert
Date of Event Requiring July 19, 2017
Statement (Month/Day/Year):
Issuer Name and Ticker or Lands' End, Inc. [LE]
Trading Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Not Applicable
Filed (Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting
Person
Signature: By: /s/ Edward S. Lampert
--------------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
Date: July 21, 2017
EXHIBIT 99.2
JOINT FILING AGREEMENT
July 21, 2017
Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.
Date: July 21, 2017 EDWARD S. LAMPERT
By: /s/ Edward S. Lampert
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ESL PARTNERS, L.P.
By: RBS Partners, L.P.
Its: General Partner
By: ESL Investments, Inc.
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.
Its: General Partner
By: ESL Investments, Inc.
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.
Its: General Partner
By: ESL Investments, Inc.
Its: General Partner
By: /s/ Edward S. Lampert
-----------------------
Name: Edward S. Lampert
Title: Chief Executive Officer
RBS PARTNERS, L.P.
By: ESL Investments, Inc.
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