UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Perry Ellis International, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
288853104
(CUSIP Number)
CHRISTOPHER S. KIPER LEGION PARTNERS ASSET MANAGEMENT, LLC 9401 Wilshire Blvd, Suite 705 Beverly Hills, CA 90212 (310) 729-8588 | MELISSA DA RONCO CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM100 Waterfront Place, MS 04 West Sacramento, CA 95605 (916) 414-7551 |
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
April 7, 2015
(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.
_______________
1 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).
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners, L.P. I | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 311,798 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 311,798 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 311,798 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
2
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners Special Opportunities, L.P. I | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 580,700 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 580,700 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 580,700 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
3
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners, L.P. II | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 35,101 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 35,101 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,101 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
4
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 927,599 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,599 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,599 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners Asset Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 927,599 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,599 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,599 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
6
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Legion Partners Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 - 0 - | |
| 8 | SHARED VOTING POWER 927,799 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,799 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,799 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
7
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Christopher S. Kiper | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 927,799 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,799 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,799 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
8
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Bradley S. Vizi | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 927,799 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,799 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,799 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
9
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON Raymond White | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 927,799 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 927,799 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,799 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
10
CUSIP NO. 288853104
| 1 | NAME OF REPORTING PERSON California State Teachers’ Retirement System | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION California Government Pension Plan | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 33,279 | |
| 8 | SHARED VOTING POWER - 0 - | ||
| 9 | SOLE DISPOSITIVE POWER 22,210 | ||
| 10 | SHARED DISPOSITIVE POWER 11,069 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,279 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON EP | ||
11
CUSIP NO. 288853104
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read as follows:
(a) This statement is filed by:
| (i) | Legion Partners, L.P. I, a Delaware limited partnership (“Legion Partners I”); |
| (ii) | Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership (“Legion Partners Special I”); |
| (iii) | Legion Partners, L.P., II, a Delaware limited partnership (“Legion Partners II”); |
| (iv) | Legion Partners, LLC, a Delaware limited liability company (“Legion Partners LLC”), which serves as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II; |
| (v) | Legion Partners Asset Management, LLC, a Delaware limited liability company (“Legion Partners Asset Management”), which serves as the investment advisor of each of Legion Partners I, Legion Partners Special I and Legion Partners II; |
| (vi) | Legion Partners Holdings, LLC, a Delaware limited liability company (“Legion Partners Holdings”), which serves as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC; |
| (vii) | Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; |
| (viii) | Bradley S. Vizi, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; |
| (ix) | Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings; and |
| (x) | California State Teachers’ Retirement System (“CalSTRS”), a California Government Employee Benefit Plan. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons other than CalSTRS may collectively be referred to as “Legion Partners.” CalSTRS is a limited partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, and is a member of Legion Partners LLC. Each of the Reporting Persons is party to that certain Joint Filing Agreement, as amended by that certain Joinder Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint amendment to the Schedule 13D.
(b) The address of the principal office of each member of Legion Partners is 9401 Wilshire Boulevard, Suite 705, Beverly Hills, California 90212. The address of the principal office of CalSTRS is 100 Waterfront Place, MS 04, West Sacramento, California 95605.
12
CUSIP NO. 288853104
(c) The principal business of Legion Partners I is investing in securities. The principal business of Legion Partners Special I is investing in securities. The principal business of Legion Partners II is investing in securities. The principal business of Legion Partners LLC is serving as the general partner of each of Legion Partners I, Legion Partners Special I and Legion Partners II. The principal business of Legion Partners Asset Management is managing investments in securities and serving as the investment advisor of each of Legion Partners I, Legion Partners Special I and Legion Partners II. The principal business of Legion Partners Holdings is serving as the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC. The principal occupation of each of Messrs. Kiper, Vizi and White is serving as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings. The principal business of CalSTRS is providing retirement related benefits and services to teachers in public schools and community colleges in California.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Kiper, Vizi and White are citizens of the United States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Legion Partners I, Legion Partners Special I, Legion Partners II and Legion Partners Holdings were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 311,798 Shares owned directly by Legion Partners I is approximately $3,822,810, including brokerage commissions. The aggregate purchase price of the 580,700 Shares owned directly by Legion Partners Special I is approximately $9,100,059, including brokerage commissions. The aggregate purchase price of the 35,101 Shares owned directly by Legion Partners II is approximately $602,608, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Legion Partners Holdings is approximately $4,766, including brokerage commissions.
The Shares purchased by CalSTRS were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 33,279 Shares beneficially owned by CalSTRS is approximately $626,943, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) are hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 15,502,246 Shares outstanding as of December 18, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 23, 2014.
13
CUSIP NO. 288853104
| A. | Legion Partners I |
| (a) | As of the close of business on April 8, 2015, Legion Partners I beneficially owned directly 311,798 Shares. |
Percentage: Approximately 2.0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 311,798 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 311,798 |
| (c) | The transactions in the Shares by Legion Partners I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| B. | Legion Partners Special I |
| (a) | As of the close of business on April 8, 2015, Legion Partners Special I beneficially owned directly 580,700 Shares. |
Percentage: Approximately 3.7%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 580,700 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 580,700 |
| (c) | The transactions in the Shares by Legion Partners Special I during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Legion Partners II |
| (a) | As of the close of business on April 8, 2015, Legion Partners II beneficially owned directly 35,101 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 35,101 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 35,101 |
| (c) | The transactions in the Shares by Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
14
CUSIP NO. 288853104
| D. | Legion Partners LLC |
| (a) | As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 927,599 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 927,599 |
| (c) | Legion Partners LLC has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| E. | Legion Partners Asset Management |
| (a) | Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II may be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 927,599 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 927,599 |
| (c) | Legion Partners Asset Management has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| F. | Legion Partners Holdings |
| (a) | As of the close of business on April 8, 2015, Legion Partners Holdings beneficially owns 200 Shares directly. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I and (iii) 35,101 Shares owned by Legion Partners II. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 927,799 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 927,799 |
| (c) | Legion Partners Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
15
CUSIP NO. 288853104
| G. | Messrs. Kiper, Vizi and White |
| (a) | Each of Messrs. Kiper, Vizi and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 311,798 Shares owned by Legion Partners I, (ii) 580,700 Shares owned by Legion Partners Special I, (iii) 35,101 Shares owned by Legion Partners II and 200 Shares owned by Legion Partners Holdings. |
Percentage: Approximately 6.0%
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 927,799 |
| 3. Sole power to dispose or direct the disposition: 0 |
| 4. Shared power to dispose or direct the disposition: 927,799 |
| (c) | None of Legion Partners Holdings, Messrs. Kiper, Vizi or White has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| H. | CalSTRS |
| (a) | As of the close of business on April 8, 2015, CalSTRS beneficially owned 33,279 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 22,210 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 22,210 |
| 4. Shared power to dispose or direct the disposition: 11,069* |
*The power to dispose or to direct the disposition of 1,101 Shares is shared with BlackRock Institutional Trust Company, N.A. (“BTC”). CalSTRS has been informed by BTC that its principal business is to provide diversified investment management and securities lending services to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 400 Howard Street, San Francisco, CA 94105. In addition, BTC has further informed CalSTRS that on January 20, 2012, BTC entered into an Offer of Settlement (the "Agreement") with the CFTC and consented to the entry of an Order, which makes findings and imposes remedial sanctions against BTC. Without admitting or denying wrongdoing, BTC agreed to the imposition of a $250,000 penalty and the entry of the Order to resolve allegations by the CFTC that two trades by BTC violated Section 4c(a)(1) of the Commodity Exchange Act and CFTC Regulation 1.38(a). BTC also agreed to refrain from any further violations of the above-mentioned statutory provisions. The CFTC did not allege, nor find, that any clients of BTC or any related affiliate were harmed in any way. In the previous five years, BTC has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order (with the exception of the Agreement) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
16
CUSIP NO. 288853104
The power to dispose or to direct the disposition of 9,968 Shares is shared with Matarin Capital Management (“Matarin”). CalSTRS has been informed by Matarin that its principal business is to provide diversified investment management to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 1 Dock St., Suite 320, Stamford, CT 06902. In the previous five years, Matarin has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| (c) | The transactions in the Shares by CalSTRS during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
An aggregate of 961,078 Shares, constituting approximately 6.2% of the Shares outstanding, are reported in this Amendment No. 1.
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
| Item 6 is hereby amended to add the following: |
On April 9, 2015, each of the Reporting Persons entered into a Joinder Agreement (the “Joinder Agreement”) to the Joint Filing Agreement, as defined and described in the Schedule 13D, pursuant to which the parties agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the Joinder Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Legion Partners I has sold short in over the counter market American-style call options, referencing (i) 26,500 Shares, which have an exercise price of $20.00 per Share and expire on June 19, 2015, (ii) 7,000 Shares, which have an exercise price of $22.50 per Share and expire on June 19, 2015 and (iii) 171,900 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015.
Legion Partners Special I has sold short in over the counter market American-style call options, referencing (i) 86,900 Shares, which have an exercise price of $20.00 per Share and expire on June 19, 2015, (ii) 23,000 Shares, which have an exercise price of $22.50 per Share and expire on June 19, 2015 and (iii) 121,400 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015.
Legion Partners II has sold short in over the counter market American-style call options, referencing (i) 3,000 Shares, which have an exercise price of $20.00 per Share and expire on June 19, 2015, (ii) 800 Shares, which have an exercise price of $22.50 per Share and expire on June 19, 2015 and (iii) 19,200 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
17
CUSIP NO. 288853104
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| 99.1 | Joinder Agreement by and among Legion Partners, L.P. I, Legion Partners Special Opportunities, L.P. I, Legion Partners, L.P. II, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi, Raymond White and California State Teachers’ Retirement System, dated April 9, 2015. |
18
CUSIP NO. 288853104
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 9, 2015
| Legion Partners, L.P. I | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners Special Opportunities, L.P. I | |||
| By: | Legion Partners Asset Management, LLC Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners, L.P. II | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
| Legion Partners, LLC | |||
| By: | Legion Partners Holdings, LLC Managing Member | ||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Member | ||
| Legion Partners Asset Management, LLC | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Director | ||
19
CUSIP NO. 288853104
| Legion Partners Holdings, LLC | |||
| By: | /s/ Christopher S. Kiper | ||
| Name: | Christopher S. Kiper | ||
| Title: | Managing Member | ||
| /s/ Christopher S. Kiper | |
| Christopher S. Kiper |
| /s/ Bradley S. Vizi | |
| Bradley S. Vizi |
| /s/ Raymond White | |
| Raymond White |
| California State Teachers’ Retirement System | |||
| By: | /s/ Melissa Da Ronco | ||
| Name: | Melissa Da Ronco | ||
| Title: | Investment Officer | ||
20
CUSIP NO. 288853104
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
| Nature of Transaction | Price Per Share($) | Securities Purchased/(Sold) | Date of Purchase/Sale |
LEGION PARTNERS, L.P. I
Sale of Common Stock1 | $20.00 | (22,200) | 02/20/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.77 | (1,120) | 03/05/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.80 | (139) | 03/25/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.75 | (90) | 04/01/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.51 | (146) | 04/07/2015 |
Sale of June 2015 Call Option ($22.50 Strike Price)2 | $3.78 | (70) | 04/07/2015 |
Sale of June 2015 Call Option ($20.00 Strike Price)2 | $5.81 | (265) | 04/07/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.28 | (224) | 04/08/2015 |
LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. I
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.51 | (478) | 04/07/2015 |
Sale of June 2015 Call Option ($22.50 Strike Price)2 | $3.78 | (230) | 04/07/2015 |
Sale of June 2015 Call Option ($20.00 Strike Price)2 | $5.81 | (869) | 04/07/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.28 | (736) | 04/08/2015 |
2 Represents a short sale.
CUSIP NO. 288853104
LEGION PARTNERS, L.P. II
Sale of Common Stock3 | $20.00 | (2,200) | 02/20/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.77 | (105) | 03/05/2015 |
| Purchase of Common Stock | $22.59 | 500 | 03/17/2015 |
| Purchase of Common Stock | $22.60 | 99 | 03/18/2015 |
| Purchase of Common Stock | $22.60 | 5,100 | 03/18/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.80 | (36) | 03/25/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $2.75 | (10) | 04/01/2015 |
| Purchase of Common Stock | $22.54 | 100 | 04/02/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.51 | (16) | 04/07/2015 |
Sale of June 2015 Call Option ($22.50 Strike Price)2 | $3.78 | (8) | 04/07/2015 |
Sale of June 2015 Call Option ($20.00 Strike Price)2 | $5.81 | (30) | 04/07/2015 |
Sale of September 2015 Call Option ($22.50 Strike Price)2 | $3.28 | (25) | 04/08/2015 |
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
| Purchase of Common Stock | $23.90 | 2,606 | 02/09/2015 |
| Sale of Common Stock | $22.55 | 2,311 | 02/19/2015 |
| Purchase of Common Stock | $23.00 | 1,003 | 02/20/2015 |
| Sale of Common Stock | $22.97 | 1,515 | 03/23/2015 |
| Purchase of Common Stock | $23.15 | 100 | 03/31/2015 |
2 Represents a short sale.
3 Represents the assignment of the February 20, 2015 Call Option that was sold short by Legion Partners L.P. II on January 22, 2015.