This Amendment No. 21 to Schedule 13D (this Amendment) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a
United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in
the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
The Reporting Persons are
filing this Amendment to report distributions by Partners of shares of Common Stock on a
pro
rata
basis to certain limited partners that elected in 2017 and/or 2018, as applicable, to redeem all or a portion of their interest in
Partners.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
In connection with the May 10, 2019 distributions by Partners of an aggregate of 1,072,693 shares of Common Stock on a
pro rata
basis to certain limited partners that elected in 2018 to redeem all or a portion of their interest in Partners, in lieu of withholding a reasonable reserve from such distributions with respect to those limited partners that elected to redeem
all of their interest in Partners (the Redeeming Limited Partners) for the purpose of satisfying the relevant Redeeming Limited Partners share of any contingent liabilities of or claims against Partners, a separate account
controlled by Partners or its designee was established on behalf of, and for the benefit of, such Redeeming Limited Partners (each, a Liability Account and, collectively, the Liability Accounts) pursuant to the limited
partnership agreement of Partners. From the shares of Common Stock distributed by Partners to the Redeeming Limited Partners, an aggregate of 530,374 shares of Common Stock were contributed into the Liability Accounts of such Redeeming Limited
Partners. These contributions of shares of Common Stock into the Liability Accounts were effected pursuant to the terms of the limited partnership agreement of Partners and no other consideration was paid in connection with such contributions.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
Pursuant to certain terms and conditions for margin loans entered into by each of Mr. Lampert (the Lampert Margin Loan)
and Partners (the Partners Margin Loan and, together with the Lampert Margin Loan, the Margin Loans), dated as of February 7, 2019, with Citibank, N.A., as lender (Lender), Lender agreed to make one or more
margin loans to Partners and Mr. Lampert, as applicable, in an aggregate principal amount not to exceed $155 million, subject to adjustment pursuant to the terms of the Margin Loans. As of the date of this Amendment, an aggregate of
approximately $29.24 million in principal amount was outstanding under the Margin Loans. The borrowings under the Margin Loans, together with other consideration, were primarily used by the Reporting Persons, through their affiliate Transform
Holdco LLC, to consummate the acquisition on February 11, 2019, of substantially all of the
go-forward
retail footprint and other assets and component businesses of Sears Holdings Corporation as a going
concern. The Margin Loans each mature on August 31, 2019, but each may (or must upon the occurrence of certain events described in the terms and conditions of such Margin Loans) be prepaid earlier.
In connection with the Margin Loans, among other assets, 500,000 shares of Common Stock held by Partners were pledged as security for the
obligations under the Partners Margin Loan and 1,500,000 shares of Common Stock held by Mr. Lampert were pledged as security for the obligations under the Lampert Margin Loan. Pursuant to the terms of the Margin Loans, upon the occurrence and
during the continuation of an event of default, Lender may exercise certain remedies including the right to sell or otherwise dispose of the shares of Common Stock pledged as security under the Margin Loans, as applicable. However, Lender may not
exercise any voting or dispositive power over any such shares of Common Stock except to the extent that an event of default under the applicable Margin Loan has occurred and is continuing. The Margin Loans contain certain customary provisions,
including representations and warranties, covenants, loan to value requirements, mandatory prepayment events and events of default.