Sec Form 13D Filing - ESL PARTNERS L.P. filing for LANDS' END INC. (LE) - 2021-11-03

Insider filing report for Changes in Beneficial Ownership

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  • 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

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

 

 

Lands’ End, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

51509F105

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2021

(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.

 

 

 

* 

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, as amended (the “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. 51509F105

 

  1.    

  Names of Reporting Persons.

 

  ESL Partners, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,893

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  3,893

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,893

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  Less than 0.1%(1)

14.  

  Type of Reporting Person (See Instructions)

 

  PN

 

(1)

Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.


CUSIP No. 51509F105

 

  1.    

  Names of Reporting Persons.

 

  RBS Partners, L.P.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,893

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  3,893

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,893

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  Less than 0.1%(1)

14.  

  Type of Reporting Person (See Instructions)

 

  PN

 

(1)

Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.


CUSIP No. 51509F105

 

  1.    

  Names of Reporting Persons.

 

  ESL Investments, Inc.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  OO

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  3,893

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  3,893

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,893

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  Less than 0.1%(1)

14.  

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.


CUSIP No. 51509F105

 

  1.    

  Names of Reporting Persons.

 

  Edward S. Lampert

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☒        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Source of Funds (See Instructions)

 

  PF

  5.  

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.  

  Citizenship or Place of Organization

 

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

     7.     

  Sole Voting Power

 

  17,121,236 (1)

     8.   

  Shared Voting Power

 

  0

     9.   

  Sole Dispositive Power

 

  17,121,236 (1)

   10.   

  Shared Dispositive Power

 

  0

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  17,121,236 (1)

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.  

  Percent of Class Represented by Amount in Row (11)

 

  51.9%(2)

14.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Includes 3,791 Shares held by The Nicholas Trust, 3,791 Shares held by The Nina Trust and 3,893 Shares held in the Liability Accounts controlled by Partners.

(2)

Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.


This Amendment No. 25 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Lands’ End, Inc., a Delaware corpo ration (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (“SEC”).

The Filing Persons are filing this Amendment to report (i) a distribution by Partners of shares of Common Stock on a pro rata basis to its partners, including Mr. Lampert, and (ii) certain open market sales of shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of November 3, 2021, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the Issuer set forth in the table below.

 

REPORTING

PERSON

   NUMBER OF
SHARES
BENEFICIALLY
OWNED
    PERCENTAGE OF
OUTSTANDING
SHARES
    SOLE
VOTING
POWER
    SHARED
VOTING
POWER
     SOLE
DISPOSITIVE
POWER
    SHARED
DISPOSITIVE
POWER
 

ESL Partners, L.P.

     3,893 (1)      Less than 0.1% (2)       3,893 (1)      0        3,893 (1)      0  

RBS Partners, L.P.

     3,893 (1)      Less than 0.1% (2)       3,893 (1)      0        3,893 (1)      0  

ESL Investments, Inc.

     3,893 (1)      Less than 0.1% (2)       3,893 (1)      0        3,893 (1)      0  

Edward S. Lampert

     17,121,236  (1)(3)      51.9% (2)       17,121,236  (1)(3)      0        17,121,236  (1)(3)      0  

 

(1)

This number includes 3,893 shares of Common Stock held in the Liability Accounts controlled by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

(2)

This is based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the SEC on September 2, 2021.


(3)

This number includes 17,109,761 shares of Common Stock held by Mr. Lampert, 3,791 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust (“The Nicholas Trust”) and 3,791 shares of Common Stock held by The Nina Rose Lampert 2015 Trust (“The Nina Trust” and, together with The Nicholas Trust, the “Trusts”).

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 3, 2021     ESL PARTNERS, L.P.
    By: RBS Partners, L.P., as its general partner
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lamp ert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By: ESL Investments, Inc., as 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
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS’ END, INC.

 

Entity

   Date of
Transaction
    

Description

of Transaction

   Shares
Acquired
    Shares
Disposed
     Price
Per Share
 

ESL Partners, L.P.

     11/01/2021      Pro Rata Distribution of shares of Common Stock to its Partners        2,016,167      $ 0  

Edward S. Lampert

     11/01/2021      Acquisition of shares of Common Stock from ESL Partners, L.P. as a result of a Pro Rata Distribution     
527,012
 
(1) 
     $ 0  

RBS Partners, L.P.

     11/01/2021      Acquisition of shares of Common Stock from ESL Partners, L.P. as a result of a Pro Rata Distribution      819,778        $ 0  

RBS Partners, L.P.

     11/01/2021      Pro Rata Distribution of shares of Common Stock to its Limited Partners        819,778      $ 0  

Edward S. Lampert

     11/01/2021      Acquisition of shares of Common Stock from RBS Partners, L.P. as a result of a Pro Rata Distribution      800,691        $ 0  

 

(1)

Includes 3,791 shares of Common Stock received by The Nicholas Trust and 3,791 shares of Common Stock received by The Nina Trust from ESL in connection with its distribution of shares of Common Stock on a pro rata basis to its partners.