SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Duluth Holdings Inc.
(Name of Issuer)
Class B Common Stock, no par value per
share
(Title of Class of Securities)
26443V101
(CUSIP Number)
Dennis F. Connolly
John A. Dickens
Godfrey & Kahn, S.C.
833 E. Michigan Street, Suite 1800
Milwaukee, WI 53202
(414) 273-3500
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
September 22, 2023
(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 Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box [ ].
*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).
SCHEDULE 13D
CUSIP No. 26443V101
l) Name of Reporting Person
Stephen L. Schlecht and Marianne M. Schlecht
Descendants Trust
2) Check the Appropriate
Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place
of Organization
Wisconsin, U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7) |
Sole Voting Power: |
8,694,295 |
| 8) |
Shared Voting Power |
None |
| 9) |
Sole Dispositive Power: |
8,694,295 |
| 10) |
Shared Dispositive Power: |
None |
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
8,694,295
12) Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented
by Amount in Row (11)
27.9%[1]
14) Type of Reporting Person
OO (trust)
SCHEDULE 13D
CUSIP No. 26443V101
l) Name of Reporting Person
John A. Dickens
2) Check the Appropriate
Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
OO, PF
5) Check if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place
of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7) |
Sole Voting Power: |
7,250 |
| 8) |
Shared Voting Power |
8,694,295 |
| 9) |
Sole Dispositive Power: |
7,250 |
| 10) |
Shared Dispositive Power: |
8,694,295 |
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
8,701,545
12) Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented
by Amount in Row (11)
27.9%[2]
14) Type of Reporting Person
IN
SCHEDULE 13D
CUSIP No. 26443V101
l) Name of Reporting Person
Jennifer A. Hannon
2) Check the Appropriate
Box if a Member of a Group
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure
of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place
of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person With:
| 7) |
Sole Voting Power: |
0 |
| 8) |
Shared Voting Power |
8,694,295 |
| 9) |
Sole Dispositive Power: |
0 |
| 10) |
Shared Dispositive Power: |
8,694,295 |
11) Aggregate Amount Beneficially
Owned by Each Reporting Person
8,694,295
12) Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares [ ]
13) Percent of Class Represented
by Amount in Row (11)
27.9%[3]
14) Type of Reporting Person
IN
This Amendment No. 3 to Schedule 13D
amends and supplements the Schedule 13D originally filed on November 24, 2015, as amended on December 16, 2016 and December
13, 2018 (the “Original Schedule 13D”), and is being filed jointly on behalf of the Stephen L. Schlecht and Marianne M.
Schlecht Descendants Trust, a Wisconsin trust (the “Trust”), John A. Dickens and Jennifer A. Hannon (each a “Trustee,”
and together the “Trustees”) as trustees of the Trust (together, “Reporting Persons”) relating to the Class B
common stock, no par value (the “Common Stock”), of Duluth Holdings Inc., a Wisconsin corporation (the “Issuer”).
Unless otherwise defined or modified below,
capitalized terms used in this Amendment No. 3 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D.
All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment
No. 3 to Schedule 13D is incorporated herein by this reference.
Item 2. Identity and Background
(a) On September
22, 2023, Jennifer A. Hannon was named as a co-Trustee of the Trust. John A. Dickens is also a co-Trustee of the Trust. Thomas
W. Wenstrand no longer serves as a co-Trustee of the Trust.
(b) The
business address of Jennifer A. Hannon is Godfrey & Kahn, S.C., 833 E. Michigan Street, Suite 1800, Milwaukee, WI 53202.
(c) Ms. Hannon
is a shareholder of Godfrey & Kahn, S.C.
(d) Ms. Hannon
has not been convicted in a criminal proceeding during the last five years.
(e) Ms. Hannon
has not been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and therefore is not, as a result
of any such proceeding subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.
(f) Ms. Hannon
is a citizen of the United States of America.
Item 7. Material to Be Filed as Exhibits
Exhibit
A Joint Filing Agreement dated as of September 29, 2023
Signatures
After reasonable inquiry and to the best of
our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete, and correct.
Dated: September 29, 2023
Stephen L. Schlecht and Marianne M. Schlecht Descendants Trust
By: /s/ John A. Dickens
Name: John A. Dickens
Title: Co-Trustee
By: /s/ Jennifer A. Hannon
Name: Jennifer A. Hannon
Title: Co-Trustee
John A. Dickens
By: /s/ John A. Dickens
Name: John A. Dickens
Jennifer A. Hannon
By: /s/ Jennifer A. Hannon
Name: Jennifer A. Hannon
30003512.4
[1]
This calculation is based on 31,212,128 shares of Class B common stock, no par value per share (“Common
Stock”), of Duluth Holdings Inc., a Wisconsin corporation (the “Issuer”) outstanding as of August 30, 2023 as reported
in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2023 and as filed with the SEC on September 1, 2023
(the “Form 10-Q”).
[2]
This calculation is based on 31,212,128 shares of Common Stock of the Issuer outstanding as of August 30,
2023 as reported in the Form 10-Q.
[3]
This calculation is based on 31,212,128 shares of Common Stock of the Issuer outstanding as of August 30,
2023 as reported in the Form 10-Q.
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of
the Reporting Persons (as such term is defined in the Schedule 13D) of a statement on Schedule 13D (including amendments thereto) with
respect to the Class B common stock, no par value per share, of Duluth Holdings Inc., and that this agreement be included as an Exhibit
A to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
as of this 29th day of September, 2023.
Stephen L. Schlecht and Marianne M. Schlecht Descendants Trust
By: /s/ John A. Dickens
Name: John A. Dickens
Title: Co-Trustee
By: /s/ Jennifer A. Hannon
Name: Jennifer A. Hannon
Title: Co-Trustee
John A. Dickens
By: /s/ John A. Dickens
Name: John A. Dickens
Jennifer A. Hannon
By: /s/ Jennifer A. Hannon
Name: Jennifer A. Hannon
30023140.1
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