Major Shareholding Notification • Oct 11, 2019
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Download Source FileSC 13D/A 1 sc13da409455029_10112019.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 4) 1
Apogee Enterprises, Inc.
(Name of Issuer)
Common Stock, $0.33 1/3 par value per share
(Title of Class of Securities)
037598109
(CUSIP Number)
glenn w. welling
engaged capital, llc
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900
STEVE WOLOSKY
RYAN NEBEL
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)
October 10, 2019
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
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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 (“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 ).
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CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital Flagship Master Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| CAYMAN ISLANDS | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 888,183 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 888,183 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,183 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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2
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital Co-Invest VIII, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| DELAWARE | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 720,608 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 720,608 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 720,608 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 2.7% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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3
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital Flagship Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| DELAWARE | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 888,183 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 888,183 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,183 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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4
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital Flagship Fund, Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| CAYMAN ISLANDS | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 888,183 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 888,183 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,183 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 3.3% | ||
| 14 | TYPE OF REPORTING PERSON | |
| CO |
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5
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| DELAWARE | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 1,689,332 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 1,689,332 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,689,332 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 6.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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6
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Engaged Capital Holdings, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| DELAWARE | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 1,689,332 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 1,689,332 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,689,332 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 6.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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7
CUSIP NO. 037598109
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Glenn W. Welling | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| USA | ||
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 1,689,332 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 1,689,332 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,689,332 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 6.4% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP NO. 037598109
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The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction .
Item 4 is hereby amended to add the following:
On October 10, 2019, Engaged Capital and certain of its affiliates (collectively, “Engaged”) and the Issuer entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, the Issuer agreed to consider any notice from Engaged pursuant to Section 1.09 of the Issuer’s Amended and Restated By-laws with respect to the 2019 annual meeting of shareholders (the “2019 Annual Meeting”) timely if such notice is received by the Issuer by 11:59 pm New York City time on November 3, 2019 (the “Extended Notice Deadline”).
Pursuant to the Letter Agreement, Engaged agreed not to, without the Issuer’s prior written consent, (i) submit any notice of director nominations or other proposals, (ii) make any filings with the SEC other than this Amendment No. 4 to the Schedule 13D, (iii) issue any press release or make any other public statement, or (iv) direct others to take any of the foregoing actions, in each case with respect to the Issuer and prior to the final day of the Extended Notice Deadline. The Issuer further agreed not to file any proxy materials in connection with the 2019 Annual Meeting prior to the Extended Notice Deadline without Engaged’s prior written consent; provided that Engaged has not taken any of the actions described in the preceding sentence.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
On October 10, 2019, Engaged and the Issuer entered into the Letter Agreement, as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item 7. Material to be Filed as Exhibits .
Item 7 is hereby amended to add the following exhibit:
99.1 Letter Agreement, dated October 10, 2019.
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CUSIP NO. 037598109
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 11, 2019
| Engaged Capital Flagship Master Fund, LP — By: | Engaged Capital, LLC General Partner | |
|---|---|---|
| By: | /s/ Glenn W. Welling | |
| Name: | Glenn W. Welling | |
| Title: | Founder and Chief Investment Officer |
| Engaged Capital Co-Invest VIII, LP — By: | Engaged Capital, LLC General Partner | |
|---|---|---|
| By: | /s/ Glenn W. Welling | |
| Name: | Glenn W. Welling | |
| Title: | Founder and Chief Investment Officer |
| Engaged Capital Flagship Fund, LP — By: | Engaged Capital, LLC General Partner | |
|---|---|---|
| By: | /s/ Glenn W. Welling | |
| Name: | Glenn W. Welling | |
| Title: | Founder and Chief Investment Officer |
| /s/ Glenn W. Welling | |
|---|---|
| Name: | Glenn W. Welling |
| Title: | Director |
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CUSIP NO. 037598109
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| /s/ Glenn W. Welling | |
|---|---|
| Name: | Glenn W. Welling |
| Title: | Founder and Chief Investment Officer |
| /s/ Glenn W. Welling | |
|---|---|
| Name: | Glenn W. Welling |
| Title: | Sole Member |
| /s/ Glenn W. Welling |
|---|
| Glenn W. Welling |
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