Staples (SPLS) Form 3 ESSENDANT / Stefan L Kaluzny ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

EMU INVESTMENTS LLC

(Last) (First) (Middle)

FIVE HUNDRED STAPLES DRIVE

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2018

3. Issuer Name and Ticker or Trading Symbol
ESSENDANT INC [ ESND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,203,631	I	See Footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

EMU INVESTMENTS LLC

(Last) (First) (Middle)

FIVE HUNDRED STAPLES DRIVE

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STAPLES INC

(Last) (First) (Middle)

FIVE HUNDRED STAPLES DRIVE

(Street)

FRAMINGHAM MA 01702

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH INVESTORS L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SP GP (CAYMAN) LTD.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners II, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners II GP, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners II GP, Ltd.

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kaluzny Stefan L

(Last) (First) (Middle)

9 WEST 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. Shares of common stock, par value $0.10 per share (the "Common Stock") of Essendant Inc. that are directly held by Emu Investments LLC, a Delaware limited liability company ("Emu").

2. In addition to Emu, this Form 3 is being filed jointly by Staples, Inc., a Delaware corporation ("Staples"), Arch Investors L.P., a Delaware limited partnership ("Arch LP"), SP GP (Cayman) Ltd., a Cayman Islands company ("SP GP"), Sycamore Partners II, L.P., a Cayman Islands limited partnership ("Sycamore"), Sycamore Partners II GP, L.P., a Cayman Islands limited partnership ("Sycamore GP"), Sycamore Partners II GP, Ltd., a Cayman Islands company ("Sycamore Ltd"), and Stefan L. Kaluzny, an individual ("Mr. Kaluzny" and, together with Emu, Staples, Arch LP, SP GP, Sycamore, Sycamore GP and Sycamore Ltd, the "Reporting Persons").

3. Each of Staples, Arch LP, SP GP, Sycamore, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny, in their respective capacities (i) as the sole member of Emu, (ii) the indirect parent of Staples, (iii) the general partner of Arch LP, (iv) the sole member of SP GP, (v) the general partner of Sycamore, (vi) the general partner of Sycamore GP and (vii) the director of Sycamore Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Common Stock. Each of the Reporting Persons disclaims beneficial ownership of such shares of Common Stock, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:

	EMU INVESTMENTS LLC, By: /s/ Stefan L. Kaluzny, Chief Executive Officer	05/25/2018
	STAPLES, INC., By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	ARCH INVESTORS L.P., By: SP GP (Cayman) Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	SP GP (CAYMAN) LTD., By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	SYCAMORE PARTNERS II, L.P., By: Sycamore Partners II GP, L.P., its General Partner, By: Sycamore Partners II GP, Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	SYCAMORE PARTNERS II GP, L.P., By: Sycamore Partners II GP, Ltd., its General Partner, By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	SYCAMORE PARTNERS II GP, LTD., By: /s/ Stefan L. Kaluzny, Director	05/25/2018
	/s/ STEFAN L. KALUZNY	05/25/2018
	** Signature of Reporting Person	Date
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