Amended Statement of Beneficial Ownership (sc 13d/a)
March 15 2018 - 8:41AM
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. 3)
1
Perry Ellis International, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
288853104
(CUSIP Number)
GEORGE
FELDENKREIS
4810 NW 74 Ave
Miami, FL 33166
(305) 499-9789
STEVE
WOLOSKY, 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)
March 14, 2018
(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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George Feldenkreis
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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, PF
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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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USA
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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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1,644,815*
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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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122,316
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,644,815*
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10
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SHARED DISPOSITIVE POWER
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122,316
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,767,131*
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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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11.3%
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14
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TYPE OF REPORTING PERSON
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IN
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* Represents (a) 1,580,292 shares of common stock held directly by Mr. Feldenkreis, (b) 57,894 shares of common
stock issuable upon the exercise of stock appreciation rights held by Mr. Feldenkreis that are currently exercisable, (c) 3,706
shares of restricted stock held directly by Mr. Feldenkreis, which vest on April 22, 2018, and (d) 2,923 shares of restricted stock
held directly by Mr. Feldenkreis, which vest on April 20, 2018. Mr. Feldenkreis has the power to vote but does not have the power
to sell, transfer, pledge, or otherwise dispose of the restricted shares until the shares have vested.
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1
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NAME OF REPORTING PERSON
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Feldenkreis Family Foundation, Inc.
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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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Florida
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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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122,316
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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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122,316
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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122,316
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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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CO
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The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”).
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On March 14, 2018,
Mr. Feldenkreis and the Issuer entered into a confidentiality agreement (the “Agreement”) to facilitate due diligence
in connection with Mr. Feldenkreis’ offer to acquire the Issuer (the “Proposal”) in a “going private”
transaction, with the financial support of Fortress Credit Advisors LLC (“Fortress”), a leading alternative investment
firm. Mr. Feldenkreis and Fortress first delivered the Proposal in a letter to the Issuer dated February 6, 2018 and reaffirmed
the Proposal in a follow-up letter to the Issuer dated March 9, 2018.
Pursuant to the Agreement,
Mr. Feldenkreis agreed to customary standstill provisions through the later of (i) the conclusion of the Issuer’s 2018 Annual
Meeting of Shareholders, including any adjournment or postponement thereof (the “Annual Meeting”), and (ii) the date
that is six months following the date of the Agreement, except that after April 10, 2018, Mr. Feldenkreis may nominate candidates
for election to the Issuer’s Board of Directors (the “Board”) at the Annual Meeting. The Issuer further agreed
to extend the nomination deadline for shareholders of the Issuer to submit director nominees for election to the Board until April
12, 2018.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 15, 2018
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/s/ George Feldenkreis
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GEORGE FELDENKREIS
|
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By:
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/s/ George Feldenkreis
|
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Name:
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George Feldenkreis
|
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Title:
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President and Director
|
Perry Ellis International Inc. (delisted) (NASDAQ:PERY)
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