Sec Form 4 Filing - Macellum Advisors GP, LLC @ BIG LOTS INC - 2020-03-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Macellum Advisors GP, LLC
2. Issuer Name and Ticker or Trading Symbol
BIG LOTS INC [ BIG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
99 HUDSON STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2020
(Street)
NEW YORK, NY10013
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 $0.01 par value ( 1 ) 853,112 I See Footnote ( 2 )
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
Put option (right to sell) $ 25 03/11/2020 P 9 03/11/2020 03/20/2020 Common Stock $0.01 par value 900 $ 8.4 9 I See Footnote ( 2 )
Put option (right to sell) $ 27.5 03/11/2020 P 52 03/11/2020 03/20/2020 Common Stock $0.01 par value 5,200 $ 10.95 52 I See Footnote ( 2 )
Put option (right to sell) $ 25 03/12/2020 P 11 03/11/2020 03/20/2020 Common Stock $0.01 par value 1,100 $ 11.7 20 I See Footnote ( 2 )
Put option (right to sell) $ 27.5 03/12/2020 P 52 03/11/2020 03/20/2020 Common Stock $0.01 par value 5,200 $ 14.1 104 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Macellum Advisors GP, LLC
99 HUDSON STREET
5TH FLOOR
NEW YORK, NY10013
See Explanation of Responses
DUSKIN JONATHAN
MACELLUM CAPITAL MANAGEMENT, LLC
99 HUDSON STREET, 5TH FLOOR
NEW YORK, NY10013
See Explanation of Responses
Signatures
Macellum Advisors GP, LLC; By: /s/ Jonathan Duskin 03/13/2020
Signature of Reporting Person Date
/s/ Jonathan Duskin 03/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Macellum Opportunity Fund LP ("Macellum Opportunity"), Macellum Management, LP ("Macellum Management"), Macellum Advisors GP, LLC ("Macellum GP") and Jonathan Duskin (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.01 (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities owned directly by Macellum Opportunity. As the investment manager of Macellum Opportunity, Macellum Management may be deemed to beneficially own the securities owned directly by Macellum Opportunity. As the general partner of Macellum Opportunity, Macellum GP may be deemed to beneficially own securities owned directly by Macellum Opportunity. As the sole member of Macellum GP, Mr. Duskin may be deemed to beneficially own the securities owned directly by Macellum Opportunity.

Remarks:
At the current time, Macellum Opportunity and Macellum Management do not have the necessary SEC filing codes. Accordingly, Macellum GP and Jonathan Duskin are thereporting parties. The remaining Reporting Persons are currently obtaining the necessary filing codes and upon receipt will file an amended Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.