CHS Chicos FAS Inc

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This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “ Common Stock ”), of Chico’s FAS, Inc., a Florida corporation (the “ Issuer ”). The principal executive offices of the Issuer are located at 11215 Metro Parkway, Fort Myers, Florida 33966.

As of May 10, 2019, the Reporting Persons (defined below) beneficially owned an aggregate of 7,640,620 shares of Common Stock, representing approximately 6.6% of the outstanding shares of Common Stock of the Issuer.

(a), (f)

This statement is being filed by: (i) Cermak Road LLC, a Delaware limited liability company (“ Cermak ”); (ii) Cermak Road Ltd., a Cayman Islands company (“ Cermak Ltd. ”); (iii) Sycamore III-A, L.P., a Cayman Islands limited partnership (“ Sycamore III-A ”); (iv) Sycamore Partners III, L.P., a Cayman Islands limited partnership (“ Sycamore III ”); (v) Sycamore Partners III GP, L.P., a Cayman Islands limited partnership (“ Sycamore GP ”); (vi) Sycamore Partners III GP, Ltd., a Cayman Islands company (“ Sycamore Ltd. ”); and (vii) Stefan L. Kaluzny, a citizen of the United States of America (“ Mr.  Kaluzny ” and together with Cermak, Cermak Ltd, Sycamore III-A, Sycamore III, Sycamore GP and Sycamore Ltd, the “ Reporting Persons ”).

The Reporting Persons have entered into a joint filing agreement, dated as of May 10, 2019, a copy of which is attached hereto as Exhibit 99.1.

(b)

The address of the principal business and principal office of each of the Reporting Persons is 9 West 57th Street, 31st Floor, New York, New York 10019. The telephone number of each of the Reporting Persons is (212) 796-8500.

(c)

Sycamore III and Sycamore III-A are private equity funds whose principal businesses are investing in securities, businesses and companies.

Sycamore GP’s principal business is serving as the general partner or managing member of Sycamore III and Sycamore III-A and other affiliated entities.

Sycamore Ltd.’s principal business is serving as the general partner of Sycamore GP.

The principal occupation of Mr. Kaluzny is serving as a director of Sycamore Ltd. and managing member or managing director of affiliated entities.

Cermak’s principal business is investing in equity and other securities.

Cermak Ltd.’s principal business is serving as a member of Cermak.

Sycamore III and Cermak Ltd. are the sole members of Cermak. Sycamore III-A is the sole shareholder of Cermak Ltd. As a result, each of Cermak Ltd., Sycamore III-A, Sycamore III, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “ Act ”), to be the beneficial owners of all of the shares of Common Stock owned by Cermak. The Reporting Persons are filing this statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

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(d), (e)

During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 violations with respect to such laws.

As of May 10, 2019, Cermak had invested approximately $33,396,518 (exclusive of brokerage commissions) to purchase the 7,640,620 shares of Common Stock it owns. Cermak obtained such funds through contributions by Sycamore III and other affiliated entities.

On May 10, 2019, Sycamore Partners sent a letter (the “ Letter ”) to the Chair of the Board of Directors (the “ Board ”) of the Issuer pursuant to which Sycamore Partners expressed its interest in engaging in discussions with the Issuer regarding a non-binding proposal (the “ Proposal ”) contained in the Letter to acquire all of the outstanding shares of Common Stock of the Issuer for $3.50 per share in cash. The foregoing description of the Letter and the Proposal is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit 99.3, and is incorporated herein by reference. The Proposal may result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including without limitation, the acquisition of additional shares of Common Stock, or a merger or other extraordinary transaction involving the Issuer. There can be no assurance as to the outcome of any discussions related to the Proposal or that the Proposal will be consummated.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

In addition to potential discussions and actions relating to the Proposal, the Reporting Persons may engage in discussions with members of the Board, the Issuer’s management, other stockholders of the Issuer and other relevant parties or take other actions or make additional proposals concerning any extraordinary corporate transaction (including but not limited to a merger, acquisition, reorganization or liquidation) or the business, assets, capitalization, financial condition, operations, management, charter, bylaws, corporate documents, governance, board composition, dividend policy, strategy, de-listing, de-registration , prospects or future plans of the Issuer.

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time.

(a), (b)

Based upon the Issuer’s annual report on Form 10-K for the fiscal year ended February 2, 2019, there were 116,497,167 shares of the Common Stock outstanding as of March 4, 2019.

Based on the foregoing, as of May 10, 2019, the 7,640,620 shares of Common Stock (the “ Subject Shares ”) beneficially owned by the Reporting Persons represent approximately 6.6% of the shares of the Common Stock issued and outstanding. Such 7,640,620 shares of Common Stock are directly owned by Cermak.

Each of Cermak Ltd., Sycamore III, Sycamore III-A, Sycamore GP, Sycamore Ltd. and Mr. Kaluzny, in their respective capacities as (i) a member of Cermak, (ii) a member of Cermak, (iii) the sole shareholder of Cermak Ltd., (iv) the general partner of Sycamore III and Sycamore III-A, (v) the general partner of Sycamore GP and (vi) the director of Sycamore Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares.

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The Reporting Persons are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein.

As of the date hereof, none of the Reporting Persons owns any shares of the Common Stock other than the Subject Shares covered in this statement.

(c) Exhibit 99.2, which is incorporated by reference into this Item 5(c) as if restated in full, describes all of the transactions in shares of Common Stock that were effected in the past sixty days by the Reporting Persons. Except as set forth in Exhibit 99.2 attached hereto, within the last 60 days, no reportable transactions were effected by any Reporting Person.

(d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock covered by this Schedule 13D.

(e) Not applicable.

Except for the matters described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer.

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 10, 2019

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