| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 4)
COLDWATER CREEK INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
193068 10 3
(CUSIP Number)
Dennis C. Pence
c/o Coldwater Creek Inc.
One Coldwater Creek Drive
Sandpoint, Idaho 83864
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 2011
(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. o
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 ("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).
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 193068 10 3 |
| 1 | Name of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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Number of | 7 | Sole Voting Power | |||
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8 | Shared Voting Power | ||||
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9 | Sole Dispositive Power | ||||
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10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person(1) | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x | |||
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| 13 | Percent of Class Represented by Amount in Row (11) | |||
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| 14 | Type of Reporting Person | |||
(1) The amount of Coldwater Common Stock beneficially owned by Mr. Pence includes (i) 21,788,710 shares owned of record by Mr. Pence, (ii) 278,063 shares owned of record by grantor retained annuity trusts and (iii) 550,000 shares owned of record by the Wild Rose Foundation. It excludes 3,427,976 shares owned of record by the Aspenwood Supporting Foundation and 244,687 shares held by the JCP Irrevocable Trust. Mr. Pence disclaims beneficial ownership of the shares set forth in (iii) pursuant to Rule 13d-4. The calculation of the percent of the class represented by the amount in Row 11 is based on 119,188,600 shares of Coldwater Common Stock outstanding as of July 30, 2011, as adjusted for the sale of an additional 26,500,000 shares, as stated in the Issuer’s Prospectus Supplement (File No. 333-17449) filed with the Securities and Exchange Commission on October 20, 2011.
SCHEDULE 13D/A
This Amendment No. 4 (“Amendment No. 4”) amends the Statement on Schedule 13D filed on February 6, 2008, as amended by Amendment No. 1 filed on August 13, 2009, Amendment No. 2 filed on September 18, 2009 and Amendment No. 3 filed on September 16, 2011 (collectively, the “Schedule 13D”), by and on behalf of Dennis C. Pence. Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. | |
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Item 3. Source and Amount of Funds or Other Consideration. | |
Item 3 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof:
Mr. Pence acquired 8,235,000 shares of Coldwater Common Stock in an underwritten public offering by the Issuer on October 19, 2011 for aggregate consideration of $6,999,750. The purchase was made with a combination of Mr. Pence’s personal funds and a draw on his line of credit with JP Morgan Private Banking. | |
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Item 5. Interest in Securities of the Issuer. | |
Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:
(a) As of the date hereof, Mr. Pence beneficially owns 22,616,773 shares of Coldwater Common Stock, representing 18.98% of the total outstanding Coldwater Common Stock.(2)
(b) Mr. Pence has sole power to vote and direct the disposition of 22,066,773 shares of Coldwater Common Stock, and shared power to vote and direct the disposition of 550,000 shares of Coldwater Common Stock.
(c) Mr. Pence has not engaged in any transaction in Coldwater Common Stock since the filing of Amendment No. 3 except as follows: | |
Date |
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| Number of Shares |
| Price Per Share |
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October 19, 2011 |
| Purchase |
| 8,235,000 |
| $ | 0.85 |
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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities discussed above.
(e) Not applicable.
Except as indicated above, the information set forth in the Schedule 13D remains unchanged.
(2) The foregoing calculation is based on 119,188,600 shares of Coldwater Common Stock outstanding as of July 30, 2011, as adjusted for the sale of an additional 26,500,000 shares, as stated in the Issuer’s Prospectus Supplement (File No. 333-17449) filed with the Securities and Exchange Commission on October 20, 2011. The amount of Coldwater Common Stock beneficially owned by Mr. Pence includes (i) 21,788,710 shares owned of record by Mr. Pence, (ii) 278,063 shares owned of record by grantor retained annuity trusts and (iii) 550,000 shares owned of record by the Wild Rose Foundation. It excludes 3,427,976 shares owned of record by the Aspenwood Supporting Foundation and 244,687 shares held by the JCP Irrevocable Trust. Mr. Pence disclaims beneficial ownership of the shares set forth in (iii) pursuant to Rule 13d-4.