Esl Partners SC 13D/A LANDS' END / ESL PARTNERS ownership change

Esl Partners SC 13D/ALANDS' END / ESL PARTNERS ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

Lands’ End, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

51509F105

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2021

(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.

^*	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, as amended (the “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. 51509F105


1.		Names of Reporting Persons. 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

(1)	Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.

CUSIP No. 51509F105


1.		Names of Reporting Persons. 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

(1)	Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.

CUSIP No. 51509F105


1.		Names of Reporting Persons. 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

(1)	Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.

CUSIP No. 51509F105


1.		Names of Reporting Persons. 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

(1)	Includes 3,791 Shares held by The Nicholas Trust, 3,791 Shares held by The Nina Trust and 3,893 Shares held in the Liability Accounts controlled by Partners.

(2)	Based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2021.

This Amendment No. 25 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Lands’ End, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, 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”).

The Filing Persons are filing this Amendment to report (i) a distribution by Partners of shares of Common Stock on a pro rata basis to its partners, including Mr. Lampert, and (ii) certain open market sales of shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) 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.

As of November 3, 2021, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the Issuer set forth in the table below.


REPORTING PERSON	NUMBER OF SHARES BENEFICIALLY OWNED			PERCENTAGE OF OUTSTANDING SHARES		SOLE VOTING POWER			SHARED VOTING POWER		SOLE DISPOSITIVE POWER			SHARED DISPOSITIVE POWER
ESL Partners, L.P.		3,893	(1)		Less than 0.1% (2)		3,893	(1)		0		3,893	(1)		0
RBS Partners, L.P.		3,893	(1)		Less than 0.1% (2)		3,893	(1)		0		3,893	(1)		0
ESL Investments, Inc.		3,893	(1)		Less than 0.1% (2)		3,893	(1)		0		3,893	(1)		0
Edward S. Lampert		17,121,236	(1)(3)		51.9% (2)		17,121,236	(1)(3)		0		17,121,236	(1)(3)		0

(1)

This number includes 3,893 shares of Common Stock held in the Liability Accounts controlled by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

(2)	This is based upon 32,981,027 shares of Common Stock outstanding as of August 27, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 30, 2021, that was filed by the Issuer with the SEC on September 2, 2021.

(3)

This number includes 17,109,761 shares of Common Stock held by Mr. Lampert, 3,791 shares of Common Stock held by The Nicholas Floyd Lampert 2015 Trust (“The Nicholas Trust”) and 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”).

(c) Other than as set forth on Annex B hereto, 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.

(d) Not applicable.

(e) 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.


Date: November 3, 2021	ESL PARTNERS, L.P.

	By: RBS Partners, L.P., as its general partner

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert

	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	RBS PARTNERS, L.P.

	By: ESL Investments, Inc., as its general partner

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	ESL INVESTMENTS, INC.

	By:	/s/ Edward S. Lampert
	Name:	Edward S. Lampert
	Title:	Chief Executive Officer

	EDWARD S. LAMPERT

	By:	/s/ Edward S. Lampert

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS’ END, INC.


Entity	Date of Transaction		Description of Transaction	Shares Acquired			Shares Disposed		Price Per Share
ESL Partners, L.P.		11/01/2021	Pro Rata Distribution of shares of Common Stock to its Partners					2,016,167	$	0
Edward S. Lampert		11/01/2021	Acquisition of shares of Common Stock from ESL Partners, L.P. as a result of a Pro Rata Distribution		527,012	(1)			$	0
RBS Partners, L.P.		11/01/2021	Acquisition of shares of Common Stock from ESL Partners, L.P. as a result of a Pro Rata Distribution		819,778				$	0
RBS Partners, L.P.		11/01/2021	Pro Rata Distribution of shares of Common Stock to its Limited Partners					819,778	$	0
Edward S. Lampert		11/01/2021	Acquisition of shares of Common Stock from RBS Partners, L.P. as a result of a Pro Rata Distribution		800,691				$	0

(1)	Includes 3,791 shares of Common Stock received by The Nicholas Trust and 3,791 shares of Common Stock received by The Nina Trust from ESL in connection with its distribution of shares of Common Stock on a pro rata basis to its partners.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

3,893

Shared Voting Power

0

Sole Dispositive Power

3,893

Shared Dispositive Power

0