Amended Statement of Beneficial Ownership (sc 13d/a)
November 05 2021 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Genesco Inc.
(Name
of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
371532102
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
12121 Wilshire Blvd, Suite 1240
Los Angeles, California 90025
(424) 253-1773
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 3, 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.
1
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).
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1
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NAME OF REPORTING PERSON
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Legion Partners, L.P. I
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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864,697*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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864,697*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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864,697*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.7%
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14
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TYPE OF REPORTING PERSON
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PN
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*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
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1
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NAME OF REPORTING PERSON
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Legion Partners, L.P. II
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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47,383
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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47,383
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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47,383
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Legion Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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912,080*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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912,080*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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912,080*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.0%
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14
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TYPE OF REPORTING PERSON
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OO
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*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
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1
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NAME OF REPORTING PERSON
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Legion Partners Asset Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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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
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
|
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OWNED BY
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8
|
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SHARED VOTING POWER
|
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EACH
|
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|
REPORTING
|
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912,080*
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
|
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- 0 -
|
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10
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SHARED DISPOSITIVE POWER
|
|
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912,080*
|
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|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
912,080*
|
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|
12
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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6.0%
|
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|
14
|
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TYPE OF REPORTING PERSON
|
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IA
|
|
*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
|
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1
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NAME OF REPORTING PERSON
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Legion Partners Holdings, LLC
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2
|
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(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
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|
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|
OO
|
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|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
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|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
|
|
|
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|
Delaware
|
|
NUMBER OF
|
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7
|
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SOLE VOTING POWER
|
|
SHARES
|
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|
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|
BENEFICIALLY
|
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- 0 -
|
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OWNED BY
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|
8
|
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SHARED VOTING POWER
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EACH
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REPORTING
|
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|
912,180*
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PERSON WITH
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9
|
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SOLE DISPOSITIVE POWER
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- 0 -
|
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|
10
|
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SHARED DISPOSITIVE POWER
|
|
|
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|
912,180*
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
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|
912,180*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
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13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
|
|
|
|
|
|
|
|
|
|
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1
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NAME OF REPORTING PERSON
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|
Christopher S. Kiper
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
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3
|
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SEC USE ONLY
|
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|
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|
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|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
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|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
912,180*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
912,180*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
912,180*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
Raymond T. White
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
|
|
|
|
|
(b) ☐
|
|
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
USA
|
|
NUMBER OF
|
|
7
|
|
SOLE VOTING POWER
|
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
|
|
|
|
- 0 -
|
|
OWNED BY
|
|
8
|
|
SHARED VOTING POWER
|
|
EACH
|
|
|
|
|
|
REPORTING
|
|
|
|
|
912,180*
|
|
PERSON WITH
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
- 0 -
|
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
912,180*
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
912,180*
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
6.0%
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
IN
|
|
*Includes 287,000 Shares
underlying certain call options which are currently exercisable.
The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended
and restated to read as follows:
The aggregate purchase price
of the 577,697 Shares owned directly by Legion Partners I is approximately $23,867,289, including brokerage commissions. The aggregate
purchase price of the 287,000 Shares underlying certain call options owned directly by Legion Partners I is approximately $6,461,180,
including brokerage commissions. The aggregate purchase price of the 47,383 Shares owned directly by Legion Partners II is approximately
$2,031,423, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings
is approximately $3,612, including brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a)-(c) is hereby amended
and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 15,109,062 Shares outstanding as of August 27, 2021, which is the total
number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on September 9, 2021.
|
(a)
|
As of the close of business on November 5, 2021, Legion Partners I beneficially owned 864,697 Shares,
including 287,000 Shares underlying certain call options.
|
Percentage: 5.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 864,697
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 864,697
|
|
(c)
|
The transactions in the Shares by Legion Partners I since the filing of Amendment No. 4 are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on November 5, 2021, Legion Partners II beneficially owned 47,383 Shares.
|
Percentage: 0.3%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 47,383
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 47,383
|
|
(c)
|
The transactions in the Shares by Legion Partners II since the filing of Amendment No. 4 are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
Legion Partners GP, as the general partner of each of Legion Partners I and Legion Partners II, may be
deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners
I and (ii) 47,383 Shares owned by Legion Partners II.
|
Percentage: 6.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 912,080
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 912,080
|
|
(c)
|
Legion Partners GP has not entered into any transactions in the Shares since the filing of Amendment No.
4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 4 are
set forth in Schedule A and are incorporated herein by reference.
|
|
D.
|
Legion Partners Asset Management
|
|
(a)
|
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners
II, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion
Partners I and (ii) 47,383 Shares owned by Legion Partners II.
|
Percentage: 6.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 912,080
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 912,080
|
|
(c)
|
Legion Partners Asset Management has not entered into any transactions in the Shares since the filing
of Amendment No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment
No. 4 are set forth in Schedule A and are incorporated herein by reference.
|
|
E.
|
Legion Partners Holdings
|
|
(a)
|
As of the close of business on November 5, 2021, Legion Partners Holdings directly owned 100 Shares. Legion
Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners GP, may be deemed the beneficial
owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares
owned by Legion Partners II.
|
Percentage: 6.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 912,180
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 912,180
|
|
(c)
|
Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment
No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No.
4 are set forth in Schedule A and are incorporated herein by reference.
|
|
F.
|
Messrs. Kiper and White
|
|
(a)
|
Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing
member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying
certain call options owned by Legion Partners I, (ii) 47,383 Shares owned by Legion Partners II and (iii) 100 Shares owned by Legion Partners
Holdings.
|
Percentage: 6.0%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 912,180
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 912,180
|
|
(c)
|
None of Messrs. Kiper and White has entered into any transactions in the Shares since the filing of Amendment
No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No.
4 are set forth in Schedule A and are incorporated herein by reference.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 is hereby amended
to add the following:
Legion Partners I has sold
short in the over-the-counter market, additional American-style call options referencing an aggregate of 240,600 Shares, which have an
exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.
Legion Partners II has sold
short in the over-the-counter market, additional American-style call options referencing an aggregate of 12,900 Shares, which have an
exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 5, 2021
|
Legion Partners, L.P. I
|
|
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Director
|
|
Legion Partners, L.P. II
|
|
|
|
By:
|
Legion Partners Asset Management, LLC
Investment Advisor
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Director
|
|
Legion Partners, LLC
|
|
|
|
By:
|
Legion Partners Holdings, LLC
Managing Member
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Member
|
|
Legion Partners Asset Management, LLC
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Director
|
|
Legion Partners Holdings, LLC
|
|
|
|
By:
|
/s/ Christopher S. Kiper
|
|
|
Name:
|
Christopher S. Kiper
|
|
|
Title:
|
Managing Member
|
|
/s/ Christopher S. Kiper
|
|
Christopher S. Kiper
|
|
/s/ Raymond T. White
|
|
Raymond T. White
|
SCHEDULE A
Transactions in the Securities of the
Issuer Since the Filing of Amendment No. 4 to the Schedule 13D
Nature of the Transaction
|
Amount of Securities
Purchased/(Sold)
|
Price ($)
|
Date of
Purchase/Sale
|
Legion
partners, l.p. i
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(50,800)
|
$9.0065
|
09/23/2021
|
Sale of Common Stock
|
(1,885)
|
$59.2442
|
10/06/2021
|
Sale of Common Stock
|
(7,139)
|
$61.1616
|
10/07/2021
|
Sale of Common Stock
|
(1,000)
|
$60.5000
|
10/08/2021
|
Sale of Common Stock
|
(3,476)
|
$60.5745
|
10/14/2021
|
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(19,400)
|
$8.1000
|
11/01/2021
|
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(170,400)
|
$8.6077
|
11/03/2021
|
Legion
partners, l.p. ii
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(2,700)
|
$9.0065
|
09/23/2021
|
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(1,000)
|
$8.1000
|
11/01/2021
|
Short Sale of March 2022 Call Option ($65.00 Strike Price)1
|
(9,200)
|
$8.6077
|
11/03/2021
|
1
Represents shares underlying American-style call options sold short in the over-the-counter market with an expiration date of March 18,
2022.
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