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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
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Lands' End, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
51509F105 (CUSIP Number) |
Bruce Newsome, Esq. Haynes and Boone, LLP, 2801 N. Harwood Street, Suite 2300 Dallas, TX, 75201 (214) 651-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/24/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 51509F105 |
| 1 |
Name of reporting person
ESL Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The figures included above reflect 1,946 shares of common stock, par value $0.01 per share (the "Common Stock"), of Lands' End, Inc., a Delaware corporation (the "Issuer") held in the Liability Accounts controlled by ESL Partners, L.P., a Delaware limited partnership ("ESL").
SCHEDULE 13D
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| CUSIP No. | 51509F105 |
| 1 |
Name of reporting person
RBS Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The figures included above reflect 1,946 shares of Common Stock held in the Liability Accounts controlled by ESL. RBS Partners, L.P., a Delaware limited partnership ("RBS") is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.
SCHEDULE 13D
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| CUSIP No. | 51509F105 |
| 1 |
Name of reporting person
ESL Investments, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,946.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The figures included above reflect 1,946 shares of Common Stock held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL. ESL Investments, Inc., a Delaware corporation ("Investments") is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS.
SCHEDULE 13D
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| CUSIP No. | 51509F105 |
| 1 |
Name of reporting person
Edward S. Lampert | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,116,376.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The figures in Items 7, 9, 11, and 13 include (i) 1,946 shares of Common Stock, of the Issuer held in the Liability Accounts controlled by ESL, which Mr. Lampert may be deemed to indirectly beneficially own as the Chairman, Executive Officer and Director of Investments, (ii) 17,106,848 shares of Common Stock held by Mr. Lampert, (iii) 3,791 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust"), and (iv) 3,791 shares of Common Stock held by The Nina Rose Lampert 2015 Trust ("The Nina Trust" and, together with The Nicholas Trust, the "Trusts"). With respect to (i), RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL; Investments is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS; and Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, Investments. With respect to (iii) and (iv), Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Lands' End, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Lands' End Lane, Dodgeville,
WISCONSIN
, 53595. | |
Item 1 Comment:
This Amendment No. 27 to Schedule 13D (this "Amendment") amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL, RBS, Investments, and Edward S. Lampert, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission ("SEC"). | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated in its entirety as follows:
"(a) This Schedule 13D is being filed by ESL, RBS, Investments, and Edward S. Lampert by furnishing the information set forth below. ESL, RBS, Investments, and Mr. Lampert are collectively defined as the "Reporting Persons."
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of Investments (the "ESL Directors and Officers"). Other than the ESL Directors and Officers, there are no persons or corporations controlling or ultimately in control of ESL." | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
"On May 24, 2022, the Mr. Lampert contributed 1,600,000 shares of Common Stock to the Edward S. Lampert 2022 GRAT I ("GRAT I") of which Mr. Lampert is the sole trustee and annuitant. As Mr. Lampert served as the sole trustee and annuinant of GRAT I, Mr. Lampert retained sole voting and dispositive power over the 1,600,000 shares of Common Stock held by GRAT I. Mr. Lampert established GRAT I for estate planning purposes. Members of Mr. Lampert's family were the beneficiaries of GRAT I.
During the second quarter of each year pursuant to the terms of the indenture agreement governing GRAT I, Mr. Lampert received an annuity amount from GRAT I, assuming that GRAT I had not expired as of the date for such annuity payment. The number of shares of Common Stock to be distributed as an annuity payment was based in part on the price of the Common Stock on the distribution date and therefore could not be calculated until the date of distribution. In addition to shares of Common Stock, the annuity payments (and their associated timing) could have included, and been based upon, amounts generated from the holdings of GRAT I including, among other things, stock recapitalizations or dividends paid or payable with respect to the shares of Common Stock held by GRAT I. On May 24, 2024, GRAT I distributed all remaining shares of Common Stock held by GRAT I to Mr. Lampert as an annuity payment, and GRAT I expired in accordance with its terms. As a result, the full 1,600,000 shares of Common Stock were distributed back to Mr. Lampert through the annuity payments, and there were no excess shares of Common Stock to distribute to the remainder beneficiaries under the indenture agreement for GRAT I.
On October 28, 2022, ESL divested beneficial ownership for purposes of Section 13(d) of the Act of an aggregate of 1,947 shares of Common Stock that were held in the Liability Accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, certain Redeeming Limited Partners that previously redeemed all of their interest in ESL in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner's share of any contingent liabilities of, or claims against, ESL. These divestures of shares of Common Stock were made at the direction and for the benefit of these Redeeming Limited Partners on a pro rata basis.
On February 24, 2025, Mr. Lampert, on behalf of himself and the Trusts, ESL, RBS, and Investments, sent the letter attached as Exhibit 99.8 hereto (the "February 24 Letter") to the Board of Directors of the Issuer (the "Board") in order to encourage the Board to commence a sale process in order for the Issuer to return value to its stockholders. The February 24 Letter also expressed Mr. Lampert's desire to seek a sale of the shares of Common Stock owned by the Reporting Persons at an appropriate value. In addition, the February 24 Letter expressed Mr. Lampert's views as to the potential value of the Issuer.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the February 24 Letter filed as Exhibit 99.8 hereto, which is incorporated by reference in its entirety herein.
Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.
Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
(a) "The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto. With respect to Item 13, this number is based upon 30,929,639 shares of Common Stock outstanding as of December 2, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended November 1, 2024, that was filed by the Issuer with the Securities and Exchange Commission on December 5, 2024.
Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer." | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
(b) "Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote:
See Item 7 on the cover page(s) hereto.
(ii) shared power to vote or to direct the vote:
See Item 8 on the cover page(s) hereto.
(iii) sole power to dispose or to direct the disposition of:
See Item 9 on the cover page(s) hereto.
(iv) shared power to dispose or to direct the disposition of:
See Item 10 on the cover page(s) hereto." | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows: "There have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less." | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
"The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference." | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented as follows:
"99.8 - Letter from Edward S. Lampert to the Board of Directors of the Issuer, dated February 24, 2025 (filed herewith).
99.A - Annex A - List of ESL Directors and Officers (filed herewith)."
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| 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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