UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Stage Stores, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
85254C305
(CUSIP Number)
February 7, 2017
(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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
Continued on the following pages
Page 1 of 9 Pages
CUSIP No. 85254C305
13G
Page 2 of 9 Pages
1.
NAME OF REPORTING PERSON
Divisar Partners QP, L.P.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,108,975 (See Note 2)
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,108,975 (See Note 2)
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,108,975 (See Note 2)
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.7% (See Note 1)
12.
TYPE OF REPORTING PERSON
PN
(1)
Based on 27,440,676 outstanding shares of Common Stock as of May 30, 2017, as
represented by the Issuer in the Form 10-Q filed with the Securities and
Exchange Commission on June 8, 2017.
(2)
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended,
Divisar Partners QP, L.P. expressly disclaims beneficial ownership over any of
the securities reported in this statement, and the filing of this statement
shall not be construed as an admission that Divisar Partners QP, L.P. is the
beneficial owner of any of the securities reported herein.
CUSIP No. 85254C305
13G
Page 3 of 9 Pages
1.
NAME OF REPORTING PERSON
Divisar Capital Management, LLC
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,336,105
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,336,105
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,336,105
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% (See Note 3)
12.
TYPE OF REPORTING PERSON
IA, OO, HC
(3) See Note (1) Above
CUSIP No. 85254C305
13G
Page 4 of 9 Pages
1.
NAME OF REPORTING PERSON
Steve Baughman
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:
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
2,336,105
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
2,336,105
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,336,105
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.5% (See Note 4)
12.
TYPE OF REPORTING PERSON
IN, HC
(4) See Note (1) Above
CUSIP No. 85254C305
13G
Page 5 of 9 Pages
Item 1.
(a)
Name of Issuer
Stage Stores, Inc. (the "Issuer")
(b)
Address of Issuer's Principal Executive Offices
2425 West Loop South, Houston, Texas 77027
Item 2.
(a)
Names of Persons Filing
This statement is filed by the entities and persons listed below, who are
collectively referred to herein as "Reporting Persons", with respect to the
shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Divisar Partners QP, L.P.
(ii) Divisar Capital Management LLC
(iii) Mr. Steve Baughman
(b)
Address of the Principal Office or, if none, residence
(i) Divisar Partners QP, L.P.
275 Sacramento Street, 8th Floor,
San Francisco, CA 94111
(ii) Divisar Capital Management LLC
275 Sacramento Street, 8th Floor,
San Francisco, CA 94111
(iii) Mr. Steve Baughman
c/o Divisar Capital Management LLC
275 Sacramento Street, 8th Floor,
San Francisco, CA 94111
(c)
Citizenship
(i) Divisar Partners QP, L.P. - DE
(ii) Divisar Capital Management LLC - DE
(iii) Mr. Steve Baughman - USA
(d)
Title of Class of Securities
Common Stock, par value $0.01 ("Common Stock")
(e)
CUSIP Number
85254C305
CUSIP No. 85254C305
13G
Page 6 of 9 Pages
Item 3.If this statement is filed pursuant to ss240.13d-1(b) or ss240.13d-2(b)
or (c), check whether the person filing is a:
Not Applicable
Item 4.Ownership.
(i) Divisar Partners QP, LP
(a) Amount beneficially owned: 2,108,975 (See Note 5)
(b) Percent of class: 7.7% (See Note 6)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote - 0.
(ii) Shared power to vote or to direct the vote - 2,108,975 (See Note 5).
(iii) Sole power to dispose or to direct the disposition of - 0.
(iv) Shared power to dispose or to direct the disposition of - 2,108,975
(See Note 5).
(ii) Divisar Capital Management, LLC
(a) Amount beneficially owned: 2,336,105 (See Note 5)
(b) Percent of class: 8.5% (See Note 6)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote - 0.
(ii) Shared power to vote or to direct the vote - 2,336,105 (See Note 5).
(iii) Sole power to dispose or to direct the disposition of - 0.
(iv) Shared power to dispose or to direct the disposition of - 2,336,105
(See Note 5).
CUSIP No. 85254C305
13G
Page 7 of 9 Pages
(iii) Steve Baughman
(a) Amount beneficially owned: 2,336,105 (See Note 5)
(b) Percent of class: 8.5% (See Note 6)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote - 0.
(ii) Shared power to vote or to direct the vote - 2,336,105 (See Note 5).
(iii) Sole power to dispose or to direct the disposition of - 0.
(iv) Shared power to dispose or to direct the disposition of - 2,336,105
(See Note 5).
Note 5:
Divisar Capital Management, LLC is an investment advisor that is registered
under the Investment Advisors Act of 1940. Divisar Capital Management LLC,
which serves as the general partner and investment manager to each of Divisar
Partners QP, L.P. and Divisar Partners, L.P., (collectively "the Funds"),
may be deemed to be the beneficial owner of all shares of Common Stock held
by the Funds. Mr. Steve Baughman, as Managing Member of Divisar Capital
Management LLC, with the power to exercise investment and voting discretion,
may be deemed to be the beneficial owner of all shares of Common Stock held
by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934,
as amended, each of the Funds expressly disclaims beneficial ownership over
any of the securities reported in this statement, and the filing of this
statement shall not be construed as an admission that either of the Funds
are the beneficial owner of any of the securities reported herein.
Note 6:
Based on 27,440,676 outstanding shares of Common Stock as of May 30, 2017,
as represented by the Issuer in the Form 10-Q filed with the Securities and
Exchange Commission on June 8, 2017.
Item 5.Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6.Ownership of More than Five Percent on Behalf of Another Person.
See Note 5 above. The Funds have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
Common Stock covered by this Statement.
Item 7.Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See Note 5 above.
Item 8.Identification and Classification of Members of the Group.
Not Applicable
CUSIP No. 85254C305
13G
Page 8 of 9 Pages
Item 9.Notice of Dissolution of Group.
Not Applicable
Item 10.Certification.
Each of the Reporting Persons makes the following certification:
By signing below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
June 21, 2017
DIVISAR PARTNERS QP, L.P.
By: Divisar Capital Management, LLC, its General Partner
By: /s/ Steve Baughman
Name: Steve Baughman
Title: Managing Member
DIVISAR CAPITAL MANAGEMENT LLC
By: /s/ Steve Baughman
Name: Steve Baughman
Title: Managing Member
STEVE BAUGHMAN
By /s/ Steve Baughman
CUSIP 85254C305 13G Page 9 of 9 Pages
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties
listed below, each referenced to herein as a "Joint Filer". The Joint
Filers agree that a statement of beneficial ownership as required by
Sections 13(g) or 13(d) of the Act and the rules thereunder may be
filed on each of his, her or its behalf on Schedule 13G or Schedule 13D,
as appropriate, and that said joint filing may thereafter be amended by
further joint filings. The Joint Filers state that they each satisfy the
requirements for making a joint filing under Rule 13d-1(k).
Dated: June 21,2017
DIVISAR PARTNERS QP, LP
By: Divisar Capital Management, LLC, its General Partner
By: /s/ Steve Baughman
Name: Steve Baughman
Title: Managing Member
DIVISAR CAPITAL MANAGEMENT LLC
By: /s/ Steve Baughman
Name: Steve Baughman
Title: Managing Member
STEVE BAUGHMAN
By /s/ Steve Baughman