Sec Form 3 Filing - EMU INVESTMENTS LLC @ ESSENDANT INC - 2018-05-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
EMU INVESTMENTS LLC
2. Issuer Name and Ticker or Trading Symbol
ESSENDANT INC [ ESND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
FIVE HUNDRED STAPLES DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2018
(Street)
FRAMINGHAM, MA01702
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 4,203,631 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EMU INVESTMENT S LLC
FIVE HUNDRED STAPLES DRIVE
FRAMINGHAM, MA01702
X
STAPLES INC
FIVE HUNDRED STAPLES DRIVE
FRAMINGHAM, MA01702
X
ARCH INVESTORS L.P.
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
SP GP (CAYMAN) LTD.
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners II, L.P.
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners II GP, L.P.
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners II GP, Ltd.
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Kaluzny Stefan L
9 WEST 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Signatures
EMU INVESTMENTS LLC, By: /s/ Stefan L. Kaluzny, Chief Executive Officer 05/25/2018
Signature of Reporting Person Date
STAPLES, INC., By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
ARCH INVESTORS L.P., By: SP GP (Cayman) Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
SP GP (CAYMAN) LTD., By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
SYCAMORE PARTNERS II, L.P., By: Sycamore Partners II GP, L.P., its General Partner, By: Sycamore Partners II GP, Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
SYCAMORE PARTNERS II GP, L.P., By: Sycamore Partners II GP, Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
SYCAMORE PARTNERS II GP, LTD., By: /s/ Stefan L. Kaluzny, Director 05/25/2018
Signature of Reporting Person Date
/s/ STEFAN L. KALUZNY 05/25/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock, par value $0.10 per share (the "Common Stock") of Essendant Inc. that are directly held by Emu Investments LLC, a Delaware limited liability company ("Emu").
( 2 )In addition to Emu, this Form 3 is being filed jointly by Staples, Inc., a Delaware corporation ("Staples"), Arch Investors L.P., a Delaware limited partnership ("Arch LP"), SP GP (Cayman) Ltd., a Cayman Islands company ("SP GP"), Sycamore Partners II, L.P., a Cayman Islands limited partnership ("Sycamore"), Sycamore Partners II GP, L.P., a Cayman Islands limited partnership ("Sycamore GP"), Sycamore Partners II GP, Ltd., a Cayman Islands company ("Sycamore Ltd"), and Stefan L. Kaluzny, an individual ("Mr. Kaluzny" and, together with Emu, Staples, Arch LP, SP GP, Sycamore, Sycamore GP and Sycamore Ltd, the "Reporting Persons").
( 3 )Each of Staples, Arch LP, SP GP, Sycamore, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny, in their respective capacities (i) as the sole member of Emu, (ii) the indirect parent of Staples, (iii) the general partner of Arch LP, (iv) the sole member of SP GP, (v) the general partner of Sycamore, (vi) the general partner of Sycamore GP and (vii) the director of Sycamore Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock. Each of the Reporting Persons disclaims beneficial ownership of such shares of Common Stock, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

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