- Amended Statement of Beneficial Ownership (SC 13D/A)
April 14 2009 - 5:21PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
(Name of Issuer)
Common
Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
(CUSIP Number)
Tom
Kartsotis
Fossil,
Inc.
2280
N. Greenville Avenue
Richardson,
Texas 75082
(972)
234-2525
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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.
o
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 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 persons
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).
CUSIP No.
349882100
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1.
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Names of Reporting Persons
Tom Kartsotis
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO/PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
6,503,301(1)
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8.
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Shared Voting Power
1,268,950(2)
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9.
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Sole Dispositive Power
6,503,301(1)
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10.
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Shared Dispositive Power
1,268,950(2)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
7,772,251(1)(2)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class
Represented by Amount in Row (11)
11.7%(3)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1) Includes 63,521 shares owned by Mr. Kartsotis as custodian for
Annie Grace Kartsotis and Jack Kosta Kartsotis, both minors, 2,666,667 shares
pledged as collateral to secure a revolving line of credit being extended by
JPMorgan Chase Bank, N.A. to Mr. Kartsotis and 2,052,000 shares pledged as
collateral to secure a revolving line of credit being extended by SunTrust Bank
to Mr. Kartsotis.
(2) Comprised of 3,450 shares owned by Lynne Kartsotis, wife of Tom
Kartsotis, as to which Mr. Kartsotis disclaims beneficial ownership, and 1,265,500
shares owned jointly by Mr. and Mrs. Kartsotis.
(3) Based on 66,628,696 shares issued and outstanding as of March 27,
2009.
2
Item 1.
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Security and Issuer
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This Amendment No. 4 to
Schedule 13D is filed to amend the Schedule 13D relating to the common stock,
par value $0.01 per share (the Common Stock), of Fossil, Inc., a Delaware
corporation (the Issuer or Company) filed February 17, 2009, as amended
and/or supplemented by Amendment No. 1 thereto filed March 6, 2009, Amendment
No. 2 thereto filed March 19, 2009 and Amendment No. 3 thereto filed March
25, 2009 (as amended, the Schedule 13D).
This Amendment No. 4 is filed to disclose a decrease in the percentage
of the Common Stock that may be deemed to be beneficially owned by Mr. Kartsotis,
to disclose
the pledge of 2,052,000 shares
to secure a revolving line of credit being extended by SunTrust Bank to Mr.
Kartsotis and to reflect the transfer to a joint account of shares held by Mr. Kartsotis
and his wife, Lynne Kartsotis. Each
capitalized term used and not defined herein shall have the meaning assigned
to such term in the Schedule 13D.
Except as otherwise provided herein, each Item of the Schedule 13D
remains unchanged.
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Item 5.
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Interest in Securities of the Issuer
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Item 5(b) is amended
and restated in its entirety as follows:
(b) Number of shares as
to which Mr. Kartsotis 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.
All percentages set
forth in this statement are based on 66,628,696 shares of Common Stock, as
reported in the Issuers Definitive Proxy Statement filed on April 10, 2009.
Item 5(c) is amended
and restated in its entirety as follows:
(c) Transactions in shares of Common Stock of
the Issuer effected by Lynne Kartsotis since the most recent filing on
Schedule 13D consist of the following transactions:
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Transaction
Date
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Shares
Acquired
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Shares
Disposed
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Price
Per Share
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Description
of Transaction
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April 13, 2009
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0
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25,000
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18.4486
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(1)
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Open
market sale
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April 9, 2009
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0
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190,000
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18.4448
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(1)
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Open
market sale
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April 8, 2009
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0
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86,900
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16.8310
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(1)
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Open
market sale
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April 7, 2009
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0
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22,500
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16.4936
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(1)
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Open
market sale
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April 6, 2009
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0
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25,000
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16.8659
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(1)
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Open
market sale
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April 3, 2009
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0
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60,100
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17.2387
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(1)
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Open
market sale
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April 2, 2009
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0
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325,000
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17.2404
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(1)
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Open
market sale
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April 1, 2009
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0
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102,000
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15.9248
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(1)
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Open
market sale
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March 31, 2009
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0
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65,700
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15.9619
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(1)
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Open
market sale
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March 30, 2009
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0
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25,000
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15.8384
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(1)
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Open
market sale
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March 27, 2009
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0
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152,300
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16.8100
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(1)
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Open
market sale
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March 26, 2009
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0
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155,000
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17.1431
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(1)
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Open
market sale
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(1) Excluding commissions of $0.05 per share.
Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Item 6 is amended and
restated in its entirety as follows:
Except as otherwise
described herein, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer.
Mr. Kartsotis is a
party to a Commercial Pledge Agreement by and among Mr. Kartsotis and
JPMorgan Chase Bank, N.A. (the JPMorgan Chase), pursuant to which Mr.
Kartsotis has pledged 2,666,667 shares of Common Stock to secure, among other
things, a revolving line of credit being extended by JPMorgan Chase to Mr.
Kartsotis. Mr. Kartsotis is a party to
a Collateral Account Security Agreement by and among Mr. Kartsotis and
SunTrust Bank (the SunTrust), pursuant to which Mr. Kartsotis has pledged
2,052,000 shares of Common Stock to secure, among other things, a revolving
line of credit being extended by SunTrust to Mr. Kartsotis. Mr. Kartsotis is also a party to a sales
plan intended to satisfy the requirements of Rule 10b5-1 under the Exchange
Act to sell a portion of the shares described herein. The Sales Plan covers the sale of up to
2,500,000 shares of Common Stock.
The foregoing
description of the Sales Plan is a summary only and is qualified in its
entirety by the terms of the Sales Plan, which is attached as an exhibit to
Amendment No. 3 to the Schedule 13D filed March 25, 2009 and is incorporated
herein by reference.
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3
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: April 14, 2009
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Tom Kartsotis
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By:
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/s/ Tom Kartsotis
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Name:
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Tom Kartsotis
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