| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 8
)*
|
DULUTH HOLDINGS INC. (Name of Issuer) |
Class B Common Stock, no par value per share (Title of Class of Securities) |
26443V101 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 26443V101 |
| 1 | Names of Reporting Persons SCHLECHT STEPHEN L. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 10,585,788.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 30.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: DULUTH HOLDINGS INC. |
| (b) | Address of issuer's principal executive
offices: 201 EAST FRONT STREET, MOUNT HOREB, WISCONSIN, 53572 |
| Item 2. | |
| (a) | Name of person filing: Stephen L. Schlecht |
| (b) | Address or principal business office or, if
none, residence: 201 East Front Street
Mount Horeb, Wisconsin 53572 |
| (c) | Citizenship: United States |
| (d) | Title of class of securities: Class B Common Stock, no par value per share |
| (e) | CUSIP No.: 26443V101 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: The information contained in Items 5 - 11 on the cover page is incorporated herein by reference.
Shares reported consist of 3,364,200 shares of Class A Common Stock and 7,221,588 shares of Class B Common Stock held by Mr. Schlecht. The Class A Shares are held in the Duluth Holdings Inc. Voting Trust, of which Mr. Schlecht is the sole trustee. As sole trustee, he has sole voting and dispositive power with respect to these such shares.
Each share of Class A Common Stock reported is convertible at any time into one share of Class B Common Stock. |
| (b) | Percent of class: The percentage calculated in Item 11 is based on the aggregate number of shares of Class A Common Stock beneficially owned by Mr. Schlecht, which is treated as converted into Class B Common Stock only for purposes of computing the percentage ownership of the Reporting Person.
The percentage calculated in Item 11 is based on 31,812,954 shares of Class B Common Stock outstanding as of December 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 27, 2024 and as filed with the SEC on December 6, 2024, plus the shares of Class A Common Stock beneficially owned by Mr. Schlecht, which are treated as converted into Class B Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
Each share of Class B Common Stock is entitled to one vote, and each share of Class A Common Stock is entitled to ten votes. There were 3,364,200 shares of Class A Common Stock outstanding as of December 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended October 27, 2024 and as filed with the SEC on December 6, 2024, all of which are beneficially owned by Mr. Schlecht. The percentage reported does not reflect the ten for one voting power of the Class A Common Stock. % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: For information on voting and dispositive power with respect to the above listed shares, see items 5 - 9 on the cover page. | |
| (ii) Shared power to vote or to direct the
vote: | |
| (iii) Sole power to dispose or to direct the
disposition of: | |
| (iv) Shared power to dispose or to direct the
disposition of: | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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