Amended Statement of Beneficial Ownership (sc 13d/a)
March 02 2023 - 9:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
Pitney Bowes Inc.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
724479100
(CUSIP Number)
KURTIS J. WOLF
HESTIA CAPITAL MANAGEMENT, LLC
175 Brickyard Road, Suite 200
Adams Township, Pennsylvania 16046 |
(724) 687-7842
With copies to:
SEBASTIAN ALSHEIMER
WILSON SONSINI GOODRICH & ROSATI
1301 Avenue of the Americas
New York, New York 10019
(212) 999-5800 |
ANDREW FREEDMAN
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 1, 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 ☐.
Note. Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent. (Continued on following pages)
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 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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HESTIA
CAPITAL PARTNERS, LP |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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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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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE
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NUMBER OF |
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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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SHARED VOTING POWER |
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EACH |
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REPORTING |
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4,525,000 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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4,525,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,525,000 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.6%
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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HELIOS I, LP
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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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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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE
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NUMBER OF |
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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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SHARED VOTING POWER |
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EACH |
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REPORTING |
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9,425,000 |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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SHARED DISPOSITIVE POWER |
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9,425,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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9,425,000 |
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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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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.4%
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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HESTIA CAPITAL PARTNERS GP, LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF,
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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE
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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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13,950,000 |
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PERSON WITH |
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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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13,950,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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13,950,000 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.0%
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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HESTIA CAPITAL MANAGEMENT, LLC
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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AF,
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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE
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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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14,628,500 |
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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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14,628,500 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,628,500 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.4%
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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KURTIS
J. WOLF
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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AF,
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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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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- 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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14,628,500 |
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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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14,628,500 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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14,628,500 |
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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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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.4%
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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TODD A. EVERETT
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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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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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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10,471 |
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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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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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10,471 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,471 |
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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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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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IN |
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1 |
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NAME OF REPORTING PERSON |
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CARL J. GRASSI
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(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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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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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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40,000 |
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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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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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40,000 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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40,000 |
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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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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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IN |
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1 |
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NAME OF REPORTING PERSON |
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LANCE E. ROSENZWEIG
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
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|
(b) ☐ |
|
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|
|
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3 |
|
SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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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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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
10,000 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
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|
REPORTING |
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|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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10,000 |
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10 |
|
SHARED DISPOSITIVE POWER |
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- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
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|
10,000 |
|
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12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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Less than 1%
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
|
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|
MILENA ALBERTI-PEREZ
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
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|
(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
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|
BENEFICIALLY |
|
|
|
|
500 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
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|
REPORTING |
|
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|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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500 |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
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|
|
|
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|
500 |
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|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
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13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
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|
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Less than 1%
|
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14 |
|
TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
|
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|
KATIE A. MAY
|
|
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2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
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|
(b) ☐ |
|
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
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|
BENEFICIALLY |
|
|
|
|
2,300 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
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2,300 |
|
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
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|
- 0 - |
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|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
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|
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
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IN |
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1 |
|
NAME OF REPORTING PERSON |
|
|
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|
|
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|
KENNETH T. MCBRIDE
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
|
|
|
|
(b) ☐ |
|
|
|
|
|
|
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3 |
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SEC USE ONLY |
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4 |
|
SOURCE OF FUNDS |
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|
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|
5 |
|
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 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
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|
USA |
|
NUMBER OF |
|
7 |
|
SOLE VOTING POWER |
|
SHARES |
|
|
|
|
|
BENEFICIALLY |
|
|
|
|
100 |
|
OWNED BY |
|
8 |
|
SHARED VOTING POWER |
|
EACH |
|
|
|
|
|
REPORTING |
|
|
|
|
- 0 - |
|
PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
|
|
|
|
|
|
|
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|
100 |
|
|
|
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
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|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
|
|
|
|
|
Less than 1%
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
|
|
|
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|
|
|
IN |
|
The following constitutes Amendment
No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically
set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and
restated to read as follows:
The Shares beneficially owned
by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,525,000
Shares directly owned by Hestia Capital is approximately $20,081,789, including brokerage commissions. The aggregate purchase price of
the 9,425,000 Shares directly owned by Helios is approximately $31,225,273, including brokerage commissions. The aggregate purchase price
of the 678,500 Shares held in the SMAs is approximately $2,822,574, including brokerage commissions.
The Shares directly owned by
each of Messrs. Everett, Grassi, McBride and Rosenzweig and Mses. Alberti-Perez and May were purchased with personal funds (which may,
at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the
500 Shares directly owned by Ms. Alberti-Perez is approximately $2,155, excluding brokerage commissions. The aggregate purchase price
of the 10,471 Shares directly owned by Mr. Everett is approximately $79,196, excluding brokerage commissions. The aggregate purchase price
of the 40,000 Shares beneficially owned by Mr. Grassi is approximately $167,323, excluding brokerage commissions. The aggregate purchase
price of the 2,300 Shares directly owned by Ms. May is approximately $9,568, excluding brokerage commissions. The aggregate purchase price
of the 100 Shares directly owned by Mr. McBride is approximately $446, excluding brokerage commissions. The aggregate purchase price of
the 10,000 Shares directly owned by Mr. Rosenzweig is approximately $45,590, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby
amended and restated to read as follows:
The aggregate percentage of
Shares reported owned by each person named herein is based upon 174,184,551 shares outstanding as of January 31, 2023 as reported in the
Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2023.
| (a) | As of the close of business on March 1, 2023, Hestia Capital directly owned 4,525,000 Shares. |
Percentage: 2.6%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,525,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,525,000 |
| (c) | The transactions in the Shares by Hestia Capital since the filing of Amendment No. 2 to the Schedule 13D
are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Helios directly owned 9,425,000 Shares. |
Percentage: Approximately 5.4%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 9,425,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 9,425,000 |
| (c) | The transactions in the Shares by Helios since the filing of Amendment No. 2 to the Schedule 13D are set
forth in Schedule A and are incorporated herein by reference. |
| (a) | As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial
owner of the (i) 4,525,000 Shares directly owned by Hestia Capital and the (ii) 9,425,000 Shares directly owned by Helios. |
Percentage: Approximately 8.0%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 13,950,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 13,950,000 |
| (c) | Hestia Partners GP has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital and Helios since the filing of Amendment No.
2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, 678,500 Shares were held in SMAs. As the investment manager
of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,525,000 Shares directly owned
by Hestia Capital, (ii) 9,425,000 Shares directly owned by Helios and (iii) 678,500 Shares held in the SMAs. |
Percentage: Approximately 8.4%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,628,500
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,628,500 |
| (c) | Hestia LLC has not entered into any transactions in the Shares since the filing of Amendment No. 2 to
the Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital, Helios and the SMAs since the filing of Amendment
No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial
owner of the (i) 4,525,000 Shares directly owned by Hestia Capital, (ii) 9,425,000 Shares directly owned by Helios and (iii) 678,500 Shares
held in SMAs. |
Percentage: Approximately 8.4%
| (b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,628,500
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,628,500 |
| (c) | Mr. Wolf has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the
Schedule 13D. The transactions in the Shares on behalf of each of Hestia Capital, Helios and the SMAs since the filing of Amendment No.
2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Mr. Everett directly owned 10,471 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 10,471
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 10,471
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Everett since the filing of Amendment No. 2 are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Mr. Grassi beneficially owned 40,000 Shares, which are held
in a trust. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 40,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 40,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. Grassi since the filing of Amendment No. 2 are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Mr. Rosenzweig directly owned 10,000 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 10,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 100,000
4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Rosenzweig has not entered into any transactions in the Shares since the filing of Amendment No. 2. |
| (a) | As of the close of business on March 1, 2023, Ms. Alberti-Perez directly owned 500 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 500
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 500
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. Alberti-Perez since the filing of Amendment No. 2 are set forth
in Schedule A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Ms. May directly owned 2,300 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 2,300
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,300
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Ms. May since the filing of Amendment No. 2 are set forth in Schedule
A and are incorporated herein by reference. |
| (a) | As of the close of business on March 1, 2023, Mr. McBride directly owned 100 Shares. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 100
4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Mr. McBride since the filing of Amendment No. 2 are set forth in Schedule
A and are incorporated herein by reference. |
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: March 2, 2023
|
Hestia Capital Partners, LP |
|
|
|
By: |
Hestia Capital Management, LLC,
its Investment Manager
|
|
|
|
|
By: |
/s/ Kurtis J. Wolf
|
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
Helios I, LP |
|
|
|
By: |
Hestia Capital Management, LLC,
its Investment Manager
|
|
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
Hestia Capital Partners GP, LLC |
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
Hestia Capital Management, LLC |
|
|
|
By: |
/s/ Kurtis J. Wolf |
|
|
Name: |
Kurtis J. Wolf |
|
|
Title: |
Managing Member |
|
/s/ Kurtis J. Wolf |
|
Kurtis J. Wolf
Individually and as attorney-in-fact for Todd
A. Everett, Carl J. Grassi, Lance E. Rosenzweig, Milena Alberti-Perez, Katie A. May and Kenneth T. McBride
|
SCHEDULE A
Transactions in the Shares Since the Filing
of Amendment No. 2 to the Schedule 13D
Nature of the Transaction |
Amount of Securities
Purchased/(Sold) |
Price ($) |
Date of
Purchase
|
HESTIA CAPITAL PARTNERS, LP
Purchase of Common Stock |
36,631 |
4.2489 |
02/17/2023 |
Purchase of Common Stock |
200,578 |
4.1358 |
02/21/2023 |
Purchase of Common Stock |
264,012 |
4.1549 |
02/22/2023 |
Purchase of Common Stock |
79,798 |
4.1362 |
02/23/2023 |
Purchase of Common Stock |
433,981 |
4.2800 |
02/24/2023 |
HELIOS I, LP
Purchase of Common Stock |
7,326 |
4.2489 |
02/17/2023 |
Purchase of Common Stock |
40,116 |
4.1358 |
02/21/2023 |
Purchase of Common Stock |
52,802 |
4.1549 |
02/22/2023 |
Purchase of Common Stock |
15,960 |
4.1362 |
02/23/2023 |
Purchase of Common Stock |
112,748 |
4.2800 |
02/24/2023 |
Purchase of Common Stock |
654,048 |
4.5450 |
03/01/2023 |
Hestia
Capital Management, LLC
(through the Separately Managed Accounts)
Purchase of Common Stock |
5,495 |
4.2489 |
02/17/2023 |
Purchase of Common Stock |
30,086 |
4.1358 |
02/21/2023 |
Purchase of Common Stock |
39,603 |
4.1549 |
02/22/2023 |
Purchase of Common Stock |
11,969 |
4.1362 |
02/23/2023 |
Purchase of Common Stock |
68,347 |
4.2800 |
02/24/2023 |
MILENA ALBERTI-PEREZ
Purchase of Common Stock |
500 |
4.3100 |
02/15/2023 |
TODD A. EVERETT
Purchase of Common Stock |
700 |
4.1400 |
02/17/2023 |
CARL J. GRASSI
Purchase of Common Stock |
10,000 |
4.1668 |
02/09/2023 |
Purchase of Common Stock |
5,000 |
4.2391 |
02/10/2023 |
KATIE A. MAY
Purchase of Common Stock |
2,300 |
4.1600 |
02/16/2023 |
KENNETH T. MCBRIDE
Purchase of Common Stock |
100 |
4.4586 |
03/01/2023 |
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