SEC Form 4 · accession 0000902664-17-002198
TAILORED BRANDS INC · TLRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 4, 2017
Accepted (ET)
May 5, 2017 · 5:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000884217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per share (the "Common Stock")F1,F2,F3 | May 4, 2017 | S | 7,253,578 | $12.20 | D | 0 | I | See Footnotes |
| Common StockF4,F5 | May 5, 2017 | S | 3,100 | $12.50 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of Common Stock reported on this line may have been deemed to have been indirectly beneficially owned by Eminence Capital, LP ("Eminence Capital"), which shares were directly held by Eminence Partners, L.P. ("Eminence I"), Eminence Partners II, L.P. ("Eminence II"), Eminence Eaglewood Master, L.P. ("Eminence Eaglewood"), Eminence Partners Long, L.P. (together with Eminence I, Eminence II and Eminence Eaglewood, the "Partnerships"), Eminence Fund Master, Ltd. ("Eminence Offshore Master Fund"), Eminence Fund Long, Ltd. ("Eminence Offshore Long"), Eminence Fund Leveraged Master, Ltd. ("Eminence Fund Leveraged Master" and, together with the Partnerships, Eminence Offshore Master Fund and Eminence Offshore Long, the "Eminence Funds"), a separately managed account (the "SMA") and the family accounts and other related accounts over which
- F2(Continuation of footnote 1) Ricky C. Sandler ("Mr. Sandler") has investment discretion (the "Family Accounts"). Eminence Capital may have been deemed to be the indirect beneficial owner of such shares by virtue of its position as the investment manager to the Eminence Funds and the investment adviser to the SMA. In addition, Eminence GP, LLC ("Eminence GP") may have been deemed to be the indirect beneficial owner of such securities that were held by the Partnerships, Eminence Offshore Master Fund and Eminence Fund Leveraged Master by virtue of its position as the general partner or manager of the Partnerships, Eminence Offshore Master Fund and Eminence Fund Leveraged Master. Mr. Sandler may have been deemed to be the indirect beneficial owner of such shares that were held by the Eminence Funds, the SMA and the Family Accounts by virtue of his direct and indirect control of Eminence Capital, Eminence GP and the Family Accounts, as applicable.
- F3For purposes of Rule 16a-1(a)(2) of the 1934 Act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
- F4The shares of Common Stock reported on this line were held directly by the Family Accounts.
- F5The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.43 to $12.53 inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each price within the range set forth herein.