SEC Form 4 · accession 0000899243-15-000837
LANDS' END, INC. · LE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RBS PARTNERS, L.P.
10% Owner
ESL PARTNERS, L.P.
10% Owner
ESL INVESTMENTS, INC.
10% Owner
Edward S Lampert
10% Owner
RBS INVESTMENT MANAGEMENT, L.L.C.
10% Owner
ESL INSTITUTIONAL PARTNERS, L.P.
10% Owner
CRK PARTNERS LLC
10% Owner
SPE Master I, L.P.
10% Owner
SPE I Partners, L.P.
10% Owner
Period of report
Jul 2, 2015
Accepted (ET)
Jul 7, 2015 · 8:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000799288
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2,F3,F4,F5,F6,F7 | Jul 2, 2015 | P$0 | 6,773 | — | A | 451,564 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF8,F4,F5,F6,F7,F9 | Jul 2, 2015 | P$0 | 23,262 | — | A | 581,561 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF10,F3,F4,F5,F6,F7 | Jul 2, 2015 | P$0 | 293,517 | — | A | 451,564 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF11,F4,F5,F6,F7,F9 | Jul 2, 2015 | P$0 | 314,043 | — | A | 581,561 | I | See Footnotes |
| Common Stock, par value $0.01 per shareF4,F5,F6,F7 | holding | — | — | — | 7,627,509 | D | ||
| Common Stock, par value $0.01 per shareF4,F5,F6,F7,F12 | holding | — | — | — | 6,615,280 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF4,F5,F6,F7,F13 | holding | — | — | — | 3,077 | I | See Footnotes | |
| Common Stock, par value $0.01 per shareF4,F5,F6,F7,F14 | holding | — | — | — | 224 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On July 2, 2015, in satisfaction of certain liabilities of SPE I Partners, LP ("SPE I") payable to its sole general partner, RBS Partners, L.P. ("RBS"), the capital account balance of RBS was increased by an aggregate of approximately $942,370, resulting in the acquisition by RBS of an additional approximate 1.5% partnership interest in SPE I.
- F10On July 2, 2015, pursuant to the terms of the SPE I partnership agreement, RBS accepted all offers from those limited partners of SPE I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,178,536 to those limited partners of SPE I and thereby acquired an additional approximate 65% partnership interest in SPE I.
- F11On July 2, 2015, pursuant to the terms of the SPE Master I partnership agreement, RBS accepted all offers from those limited partners of SPE Master I which offered to sell their partnership interests to RBS for cash (based on June 30, 2015 capital account balances). These transactions allowed those limited partners of SPE Master I to sell their partnership interests to RBS for cash consideration in lieu of receiving a liquidating distribution (including Shares) in accordance with the terms of the SPE Master I partnership agreement. In connection with these transactions, RBS paid an aggregate price of approximately $33,588,943 to those limited partners of SPE Master I and thereby acquired an additional approximate 54% partnership interest in SPE Master I.
- F12Represents Shares directly beneficially owned by Partners.
- F13Represents Shares directly beneficially owned by Institutional.
- F14Represents Shares directly beneficially owned by CRK LLC.
- F2As a result of a ministerial error, SPE I previously disclosed in the Form 4 filed by the reporting persons with the Securities and Exchange Commission on June 16, 2015 that it distributed 131,938 shares of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), on a pro rata basis to its partners, rather than the 131,940 Shares which were actually distributed to its partners.
- F3The Shares are directly beneficially owned by SPE I, of which RBS is the sole general partner. Edward S. Lampert is the Chairman, Chief Executive Officer and Director of ESL Investments, Inc. ("ESL"), the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
- F4This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I, SPE Master I, LP ("SPE Master I"), RBS, ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK LLC") and ESL. Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC are the direct beneficial owners of the securities covered by this statement.
- F5RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
- F6The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
- F7The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- F8On July 2, 2015, in satisfaction of certain liabilities of SPE Master I payable to RBS, the capital account balance of RBS was increased by an aggregate of $3,443,380, resulting in the acquisition by RBS of an additional approximate 4% partnership interest in SPE Master I.
- F9The Shares are directly beneficially owned by SPE Master I, of which RBS is the sole general partner. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL, the sole general partner of RBS. Each of RBS, ESL and Mr. Lampert disclaims beneficial ownership of the securities owned by SPE Master I except to the extent of the pecuniary interest of RBS, ESL and Mr. Lampert, respectively, therein.
Remarks
Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith)