SEC Form 4/A · accession 0001224014-18-000004
PIER 1 IMPORTS INC/DE · PIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 6, 2018 | J | 1,580 | $3.43 | D | 8,763,835 | I | See Footnote (1) and (2) |
| Common StockF1,F2 | Apr 6, 2018 | J | 615 | $3.43 | A | 8,764,450 | I | See Footnote (1) and (2) |
| Common StockF1,F2 | Apr 10, 2018 | P | 275 | $3.5282 | A | 8,764,725 | I | See Footnote (1) and (2) |
Table II — derivative securities
Explanation of responses
- F1See Explanation of Responses/Remarks.
- F2Transactions code J represents a client account termination which transferred PIR shares out in-kind, and a new client account which transferred in PIR shares.
Remarks
This amendment is being filed to reflect that Towle & Co. ("Towle") is not subject to Section 16 of the Securities Exchange Act of 1940, as amended (the "Exchange Act") with respect to the issuer's securities. Towle, a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, manages the accounts of its investment advisory clients on a discretionary basis in the ordinary course of its business, some of which may hold securities of the issuer. Towle has not acquired the securities of the issuer with the purpose or effect of changing or influencing control of the issuer or engaging in any arrangement subject to Exchange Act Rule 13d-3(b). There is no agreement or understanding among Towle's investment advisory clients to act together for the purpose of acquiring, holding, voting, or disposing of any securities. Based on the foregoing facts and pursuant to Exchange Act Rule 16a-1(a)(1)(v), Towle is not deemed to be a beneficial owner of the issuer's securities held for the benefit of its investment advisory clients, not is Towle subject to Section 16 of the Exchange Act with respect to the issuer's securities. Accordingly, Form 4s need not be filed on behalf of Towle as this time and will not be filed going forward unless and until required under the Exchange Act.