1
|
NAMES OF REPORTING PERSONS.
FS Capital Partners V, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
|
8
|
SHARED VOTING POWER
|
WITH
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
13,475,981
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,475,981
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
|
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS.
FS Equity Partners V, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
13,298,098
|
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
13,298,098
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,298,098
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.0%
|
14
|
TYPE OF REPORTING PERSON (See instructions)
PN
|
1
|
NAMES OF REPORTING PERSONS.
FS Affiliates V, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a)
x
(b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
177,883
|
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
|
8
|
SHARED VOTING POWER
0
|
WITH
|
9
|
SOLE DISPOSITIVE POWER
177,883
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,883
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.57%
|
14
|
TYPE OF REPORTING PERSON (See instructions)
PN
|
|
|
|
|
SCHEDULE 13D
This Amendment No. 4 amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on July 24, 2009 (the “Original Schedule 13D”), and as amended on May 30, 2012, February 13, 2013 and May 31, 2013, by FS Capital Partners V, L.L.C. (“FS Capital Partners”), FS Equity Partners V, L.P. (“FS Equity V”), and FS Affiliates V, L.P. (“FS Affiliates”, and collectively with FS Capital Partners and FS Equity V, the “Reporting Persons”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of hhgregg, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 5 is hereby amended in its entirety as follows:
ITEM 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of Common Stock of the Issuer reported in this Item 5 are based on the assumption that there are 30,957,240 shares of Common Stock outstanding, which is the number of shares of Common Stock reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013, filed with the Securities and Exchange Commission (the "SEC") on October 31, 2013.
(a)
Amount Beneficially Owned by each Reporting Person and Percent of Class:
(b)
Voting and Dispositive Power.
The Reporting Persons may be deemed to beneficially own in the aggregate (within the meaning of Rule 13d-3(a) of the Exchange Act) 13,475,981 shares of Common Stock. The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons constitutes approximately 43.5% of the shares of such class deemed outstanding as of October 28, 2013.
The Reporting Persons may be deemed to have direct beneficial ownership of shares of Common Stock of the Issuer as follows:
Name of Reporting Person
|
Number of Shares Beneficially Owned
|
Percentage Beneficially Owned
|
FS Equity V
|
13,298,098
|
43.0%
|
FS Affiliates
|
177,283
|
0.57%
|
FS Capital Partners
|
13,475,981
|
43.5%
|
Reporting Persons as a group
|
13,475,981
|
43.5%
|
FS Capital Partners, by virtue of being the sole general partner of FS Equity V and FS Affiliates, may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with respect to
13,475,981
shares of Common Stock. FS Equity V disclaims beneficial ownership of the shares of Common Stock held by FS Affiliates. FS Affiliates disclaims beneficial ownership of the shares of Common Stock held by FS Equity V.
(c)
Other Transactions:
No Reporting Person nor any director or executive officer of any Reporting Person has effected any transactions in the Common Stock during the past 60 days.
(d)
Interests in Other Persons:
Not applicable
(e)
Date Upon Which the Reporting Person Ceased to be the Beneficial Owner of More Than Five Percent of Class:
Not applicable
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: November 5, 2013
FS EQUITY PARTNERS V, L.P.
a Delaware Limited Partnership
By:
FS
Capital Partners
V, LLC
a Delaware Limited Liability Company
Its: General Partner
By:
/s/ John M. Roth
Name: John M. Roth
Title: Managing Member
FS AFFILIATES V, L.P.
a Delaware Limited Partnership
By:
FS
Capital Partners
V, LLC
a Delaware Limited Liability Company
Its: General Partner
By:
/s/ John M. Roth
Name: John M. Roth
Title: Managing Member
FS CAPITAL PARTNERS V, LLC
a Delaware Limited Liability Company
By:
/s/ John M. Roth
Name: John M. Roth
Title: Managing Member