Sec Form 13D Filing - Marathon Partners Equity Management LLC filing for e.l.f. Beauty Inc. (ELF) - 2020-10-27

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

e.l.f. Beauty, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

26856L103

(CUSIP Number)

MARIO D. CIBELLI

C/O Marathon Partners Equity Management, LLC

One Grand Central Place

60 East 42nd Street, Suite 2306

New York, New York 10165

(212) 490-0399

 

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

October 26, 2020

(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.

 

 

 

1              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 (“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. 26856L103

  

* Includes 100,000 Shares underlying certain call options.

  1   NAME OF REPORTING PERSON  
         
        Marathon Partners L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        NEW YORK  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,475,000*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,475,000*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,475,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.9%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  
2

CUSIP No. 26856L103

  1   NAME OF REPORTING PERSON  
         
        Marathon Focus Fund L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         180,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          180,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        180,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 26856L103

 

  1   NAME OF REPORTING PERSON  
         
        Marathon Partners LUX Fund, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         870,000*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          870,000*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        870,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.7%*  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 125,000 Shares underlying certain call options.

4

CUSIP No. 26856L103

 

  1   NAME OF REPORTING PERSON  
         
        Cibelli Research & Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         -0-  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,050,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          -0-  
    10   SHARED DISPOSITIVE POWER  
           
          1,050,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,050,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 125,000 Shares underlying certain call options.

5

CUSIP No. 26856L103

 

  1   NAME OF REPORTING PERSON  
         
        Marathon Partners Equity Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,525,000*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,525,000*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,525,000*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.98%*  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

* Includes 225,000 Shares underlying certain call options.

6

CUSIP No. 26856L103

 

  1   NAME OF REPORTING PERSON  
         
        Mario D. Cibelli  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES         &# xA0;
BENEFICIALLY         10,200  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,525,000*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          10,200  
    10   SHARED DISPOSITIVE POWER  
           
          2,525,000*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,535,200*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.99%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 225,000 Shares underlying certain call options.

7

CUSIP No. 26856L103

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

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

Item 3 is hereby amended and restated as follows:

The Shares purchased by each of Partners LP, Focus Fund and Lux Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,475,000 Shares beneficially owned by Partners LP is approximately $16,780,203, excluding brokerage commissions. The aggregate purchase price of the 180,000 Shares beneficially owned by Focus Fund is approximately $1,989,105, excluding brokerage commissions. The aggregate purchase price of the 870,000 Shares beneficially owned by Lux Fund is approximately $7,690,252, excluding brokerage commissions.

The Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members were purchased in the open market with personal funds. The aggregate purchase price of the 10,200 Shares held in Mr. Cibelli’s personal accounts and in the accounts of his family members is approximately $204,123, excluding brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) and (e) are hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 50,721,893 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2020.

A.Partners LP
(a)As of the close of business on October 26, 2020, Partners LP beneficially owned 1,475,000 Shares.

Percentage: Approximately 2.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,475,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,475,000

 

(c)The transactions in the Shares by Partners LP during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
8

CUSIP No. 26856L103

B.Focus Fund
(a)As of the close of business on October 26, 2020, Focus Fund beneficially owned 180,000 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 180,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 180,000

 

(c)The transactions in the Shares by Focus Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
C.Lux Fund
(a)As of the close of business on October 26, 2020, Lux Fund beneficially owned 870,000 Shares.

Percentage: Approximately 1.7%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 870,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 870,000

 

(c)The transactions in the Shares by Lux Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
D.Cibelli Research
(a)Cibelli Research, as the general partner of each of Focus Fund and Lux Fund, may be deemed the beneficial owner of the (i) 180,000 Shares owned by Focus Fund and (ii) 870,000 Shares owned by Lux Fund.

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,050,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,050,000

 

(c)Cibelli Research has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Focus Fund and Lux Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
9

CUSIP No. 26856L103

E.Marathon Partners
(a)Marathon Partners, as the investment manager of each of Partners LP, Focus Fund and Lux Fund and the general partner of Partners LP, may be deemed the beneficial owner of the (i) 1,475,000 Shares owned by Partners LP; (ii) 180,000 Shares owned by Focus Fund and (iii) 870,000 Shares owned by Lux Fund.

Percentage: Approximately 4.98%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,525,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,525,000
(c)Marathon Partners has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Partners LP, Focus Fund and Lux Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
F.Mr. Cibelli
(a)As of the close of business on October 26, 2020, 10,200 Shares were held in Mr. Cibelli’s personal accounts and in the accounts of his family members. Mr. Cibelli, as the managing member of each of Cibelli Research and Marathon Partners, may be deemed the beneficial owner of the (i) 1,475,000 Shares owned by Partners LP; (ii) 180,000 Shares owned by Focus Fund and (iii) 870,000 Shares owned by Lux Fund.

Percentage: Approximately 4.99%

(b)1. Sole power to vote or direct vote: 10,200
2. Shared power to vote or direct vote: 2,525,000
3. Sole power to dispose or direct the disposition: 10,200
4. Shared power to dispose or direct the disposition: 2,525,000
(c)Mr. Cibelli has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Partners LP, Focus Fund and Lux Fund, during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(e)As of October 26, 2020, the Reporting Persons ceased to collectively beneficially own 5% or more of the Issuer’s outstanding Shares.

 

10

CUSIP No. 26856L103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 27, 2020

  Marathon Partners L.P
   
  By:

Marathon Partners Equity

Management, LLC, its General Partner

     
  By: /s/ Mario D. Cibelli
    Name: Mario D. Cibelli
    Title: Managing Member

 

  Marathon Focus Fund L.P.
   
  By:

Cibelli Research & Management, LLC,

its General Partner

     
  By: /s/ Mario D. Cibelli
    Name: Mario D. Cibelli
    Title: Managing Member

 

  Marathon Partners LUX Fund, L.P.
   
  By:

Cibelli Research & Management, LLC,

its General Partner

     
  By: /s/ Mario D. Cibelli
    Name: Mario D. Cibelli
    Title: Managing Member

 

  Cibelli Research & Management, LLC
   
  By: /s/ Mario D. Cibelli
    Name: Mario D. Cibelli
    Title: Managing Member

 

  Marathon Partners Equity Management, LLC
   
  By: /s/ Mario D. Cibelli
    Name: Mario D. Cibelli
    Title: Managing Member

 

 

  /s/ Mario D. Cibelli
  MARIO D. CIBELLI

11

CUSIP No. 26856L103

SCHEDULE A

Transactions in the Shares of the Issuer During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

MARATHON FOCUS FUND L.P.

 

Purchase of Common Stock 2,500 18.8204 09/29/2020
Sale of Common Stock (5,000) 21.5075 10/09/2020
Sale of December 18, 2020 Call Option ($15.00 Strike Price) (100) 6.8435 10/09/2020
Sale of Common Stock (2,500) 21.9693 10/12/2020

 

MARATHON PARTNERS L.P.

 

Purchase of Common Stock 25,000 17.6032 09/21/2020
Purchase of Common Stock 25,000 18.4977 09/22/2020
Purchase of Common Stock 25,000 19.0022 09/23/2020
Purchase of Common Stock 25,000 18.5 341 09/24/2020
Purchase of Common Stock 12,500 18.8204 09/29/2020
Purchase of Common Stock 12,500 18.3688 09/30/2020

 

MARATHON PARTNERS LUX FUND, L.P.

 

Sale of Common Stock (15,000) 18.8573 08/27/2020
Sale of Common Stock (37,500) 19.3080 08/28/2020
Sale of Common Stock (12,500) 19.8681 09/01/2020
Purchase of Common Stock 15,000 18.5672 09/09/2020
Purchase of Common Stock 10,000 18.8100 09/10/2020
Purchase of Common Stock 12,500 17.9479 09/11/2020
Purchase of Common Stock 25,000 17.7642 09/15/2020
Sale of Common Stock (12,500) 17.8739 09/16/2020
Sale of Common Stock (37,500) 17.9957 09/17/2020
Sale of Common Stock (12,500) 18.5349 09/18/2020
Sale of Common Stock (37,500) 18.7476 09/22/2020
Sale of Common Stock (12,500) 18.6816 09/28/2020
Sale of Common Stock (12,500) 18.4423 09/30/2020
Sale of Common Stock (12,500) 18.5681 10/02/2020
Sale of Common Stock (12,500) 19.6523 10/05/2020
Sale of Common Stock (2,500) 20.8948 10/07/2020
Sale of Common Stock (25,000) 21.5075 10/09/2020
Sale of Common Stock (5,000) 21.9693 10/12/2020
Sale of Common Stock (2,500) 21.5814 10/13/2020
Sale of Common Stock (2,500) 21.6350 10/14/2020
Sale of Common Stock (2,500) 21.2201 10/15/2020
Sale of Common Stock (2,500) 21.3380 10/16/2020
Sale of Common Stock (2,500) 21.0310 10/19/2020
Sale of Common Stock (2,500) 21.0800 10/20/2020
Sale of Common Stock (2,500) 20.9917 10/21/2020
Sale of Common Stock (15,000) 21.0182 10/22/2020
Sale of Common Stock (12,500) 21.2968 10/23/2020
Sale of Common Stock (40,000) 21.1282 10/26/2020