AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3 to Schedule 13D (this Amendment) relates to the common stock, par value $0.001 per share (the Common
Stock), of LL Flooring Holdings, Inc., a Delaware corporation (LL). This Amendment is being filed to amend the Schedule 13D that was originally filed on May 25, 2023, as amended by Amendment No. 1 filed on May 30,
2023 and Amendment No. 2 filed on June 12, 2023 (collectively, the Schedule 13D). Other than information set forth on the cover pages and Items 4, 5(a) and (c), 6 and 7 below, no other information in the Schedule 13D is being
amended. Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.
Item 4. |
Purpose of Transaction |
On August 17, 2023, F9 and CTG sent a letter to the CEO and Chairperson of the Board to LL withdrawing the offer set forth in the letter of May 26,
2023, and confirmed in the letter dated June 9, 2023, to acquire all of the outstanding shares of LL for $5.76 per share of Common Stock in light of LLs deteriorating financial and operational performance and eroding value, as disclosed
in LLs second quarter 2023 results.
The Reporting Persons expect to consider and evaluate on an ongoing basis their investment in the Common Stock
and reserve the right to change their plans and intentions at any time, as they deem appropriate, and to take any and all actions that they may deem appropriate, including but not limited to those related to the maximization of the value of their
investment. From time to time, the Reporting Persons have engaged in and expect in the future to engage in discussions with directors, management and other representatives of LL concerning the Reporting Persons investment in the Common Stock.
The Reporting Persons may also engage in discussions with these persons, with other securityholders of LL and with other relevant parties concerning the business and strategic direction of LL and opportunities to enhance stockholder value. The
Reporting Persons may at any time, and from time to time, depending on their evaluation of their investment in the Common Stock, take any and all actions with respect to LL and their investment in the Common Stock as they deem advisable and in their
best interest, including disposing of all or a portion of the securities of LL that the Reporting Persons now own or may hereafter acquire. The Reporting Persons reserve the right to change their plans and intentions at any time, as they deem
appropriate, and to take any and all actions that they may deem appropriate to maximize the value of their investment.
The Reporting Persons may at any
time and from time to time, in privately negotiated transactions or otherwise, acquire additional securities of LL, dispose of all or a portion of the securities of LL that the Reporting Persons now own or may hereafter acquire, and/or enter into
derivative transactions with institutional counterparties with respect to LLs securities. The Reporting Persons may formulate other plans or proposals regarding LL or its securities to the extent deemed advisable by the Reporting Persons in
light of their general investment policies, market conditions, subsequent developments affecting LL (including but not limited to the attitude of LLs board of directors, management and other stockholders) and the general business and future
prospects of LL.
Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to: (a) the acquisition
by any person of additional securities of LL, or the disposition of securities of LL; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving LL or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of LL or any of its subsidiaries; (d) any change in the present board of directors or management of LL, including any plans or proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or dividend policy of LL; (f) any other material change in LLs business or corporate structure, including but not limited to, if LL is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) changes in LLs charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of LL by any person; (h) causing a class of securities of LL to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of LL becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934; or (j) any action similar to any of those enumerated above.
The Reporting Persons reserve the right to determine in the future
whether to change the purpose or purposes described above and whether to adopt plans or proposals of the type specified above.