| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DILLARD'S, INC. [ DDS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/08/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 06/08/2017 | S | 1,300 | D | $51.496 | 75,900 | I(1)(2)(3) | See Footnote(4) | ||
| Class A Common Stock | 06/08/2017 | S | 7,800 | D | $51.496 | 431,300 | I(1)(2)(3) | See Footnote(5) | ||
| Class A Common Stock | 06/08/2017 | S | 13,525 | D | $51.496 | 863,917 | I(1)(2)(3) | See Footnote(6) | ||
| Class A Common Stock | 06/08/2017 | S | 4,700 | D | $51.496 | 335,700 | I(1)(2)(3) | See Footnote(7) | ||
| Class A Common Stock | 06/08/2017 | S | 4,500 | D | $51.496 | 342,000 | I(1)(2)(3) | See Footnote(8) | ||
| Class A Common Stock | 06/08/2017 | S | 1,300 | D | $51.496 | 91,230 | I(1)(2)(3) | See Footnote(9) | ||
| Class A Common Stock | 06/08/2017 | S | 2,000 | D | $51.496 | 375,300 | I(1)(2)(3) | See Footnote(10) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. David Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc."), the senior manager of DME Advisors GP, LLC ("DME GP"), and the senior manager of Greenlight Masters, LLC ("Masters LLC"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his positions with respect to Greenlight Inc., DME GP, and Masters LLC. |
| 2. The foregoing entities control the disposition and voting of shares of Class A Common Stock ("Shares") of Dillard's, Inc. (the "Issuer"), owned by the following entities: Greenlight Capital, L.P. ("GCLP"), Greenlight Capital Qualified, L.P. ("GCQP"), Greenlight Capital Offshore Partners ("GCOP"), Greenlight Capital (Gold), LP ("GGLP"), Greenlight Capital Offshore Master (Gold), Ltd. ("GGOM"), Greenlight Masters Partners ("GMP") and an account managed by DME (the "Managed Account," and, together with GCLP, GCQP, GCOP, GGLP, GGOM, Greenlight Inc., DME GP, DME, DME CM, Masters LLC and Mr. Einhorn, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below. |
| 3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Greenlight Parties disclaim beneficial ownership of the Shares except to the extent of their respective pecuniary interests therein. The filing of this Form 3 shall not be construed as an admission that any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Shares owned by GCLP, GCQP, GCOP, GGLP, GGOM, GMP or the Managed Account. |
| 4. Greenlight Inc. controls the voting and disposition of 75,900 Shares held for the account of GCLP, of which Greenlight Inc. acts as investment manager. |
| 5. Greenlight Inc. controls the voting and disposition of 431,300 Shares held for the account of GCQP, of which Greenlight Inc. acts as investment manager. |
| 6. Greenlight Inc. controls the voting and disposition of 863,917 Shares held for the account of GCOP, of which Greenlight Inc. acts as investment manager. |
| 7. DME CM controls the voting and disposition of 335,700 Shares held for the account of GGLP, of which DME CM acts as investment manager. |
| 8. DME CM controls the voting and disposition of 342,000 Shares held for the account of GGOM, of which DME CM acts as investment manager. |
| 9. Masters LLC controls the voting and disposition of 91,230 Shares held for the account of GMP, of which Masters LLC acts as general manager. |
| 10. DME controls the voting and disposition of 375,300 Shares held for the account of the Managed Account, for which DME serves as the investment manager. |
| Remarks: |
| * The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference. |
| /s/ Daniel Roitman*, attorney-in-fact for David Einhorn | 06/08/2017 | |
| /s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. | 06/08/2017 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | 06/08/2017 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. | 06/08/2017 | |
| /s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. | 06/08/2017 | |
| /s/ Daniel Roitman, Chief Operating Officer of Greenlight Masters, LLC | 06/08/2017 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
