BRAND HOUSE COLLECTIVE, INC.

Major Shareholding Notification • Jun 18, 2008

SC 13D/A 1 b70496a1sc13dza.htm KIRKLAND'S INC. sc13dza PAGEBREAK

CUSIP No. 497498105 Schedule 13D Page 1 of 9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1 ) 1

Kirkland’s Inc.

(Name of issuer)

Common Stock, par value $0.01

(Title of class of securities)

497498105

(CUSIP number)

Jarlyth H. Gibson, Assistant Compliance Officer 617-951-9493 C/o Advent International Corporation, 75 State Street, 29 th Floor Boston, MA 02109

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2008

(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 :. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages) (Page 1 of 9 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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CUSIP No. 497498105 Schedule 13D Page 2 of 9

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		3,849,032
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		None
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,849,032
WITH	10	SHARED DISPOSITIVE POWER
		None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,849,032
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.62%
14	TYPE OF REPORTING PERSON*
	CO, IA

SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 497498105 Schedule 13D Page 3 of 9

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent International Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		3,751,959
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		None
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		3,751,959
WITH	10	SHARED DISPOSITIVE POWER
		None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,751,959
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.13%
14	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 497498105 Schedule 13D Page 4 of 9

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Global Private Equity II Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		2,830,601
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		None
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,830,601
WITH	10	SHARED DISPOSITIVE POWER
		None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,830,601
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.43%
14	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 497498105 Schedule 13D Page 5 of 9

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Direct Investment Program Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
	7	SOLE VOTING POWER
NUMBER OF		921,358
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		None
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		921,358
WITH	10	SHARED DISPOSITIVE POWER
		None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	921,358
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.7%
14	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 497498105 Schedule 13D Page 6 of 9

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Advent Partners Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) þ
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		97,073
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		None
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		97,073
WITH	10	SHARED DISPOSITIVE POWER
		None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	97,073
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.49%
14	TYPE OF REPORTING PERSON*
	PN

SEE INSTRUCTIONS BEFORE FILLING OUT!

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TOC /TOC

CUSIP No. 497498105 Schedule 13D Page 7 of 9

link2 "Item 1. Security and Issuer"

Item 1 . Security and Issuer

(a) (b) This statement on Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Reporting Persons’ beneficial ownership interest in the Common Stock of Kirkland’s Inc. a Tennessee corporation (the “Corporation”). The address of the principal executive office of the Corporation is 431 Smith Lane, Jackson, Tennessee 38301. This Amendment No. 1 amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on July 23, 2002. This Amendment No. 1 is being filed by the Reporting Persons to amend Item 5. Terms defined in the Schedule 13D are used herein as so defined.

link2 "Item 5. Interest in Securities of the Issuer"

Item 5 . Interest in Securities of the Issuer .

(a) Item 5 of the Schedule 13D is hereby amended as set forth in the following table which reports the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of the Schedule 13D (based upon 19,614,657 shares of Common Stock outstanding as of May 24, 2008). The table has been amended to reflect sales made on behalf of each Reporting Person. The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.

	Number	Percentage	Number of — Shares
	of Shares	of Common	Disposed of
	Beneficially	Stock	During Past
Reporting Person	Owned	Outstanding	60 Days
Global Private Equity II Limited
Partnership (1)	2,830,601	14.43 %	1,807,169
Advent Direct Investment Program
Limited Partnership (1)	921,358	4.70 %	588,231
Advent International Limited
Partnership (1)	3,751,959	19.13 %	2,395,400
Advent Partners Limited Partnership
(2)	97,073	0.49 %	61,975
Advent International Corporation (1),
(2)	3,849,032	19.62 %	2,457,375
Total Group	3,849,032	19.62 %	2,457,375

(1) Advent International Corporation (“AIC”) is the General Partner of Advent International Limited Partnership (“AILP”) which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities owned by the indicated Reporting Persons. The beneficial ownership of AIC and AILP derive from such power.

(2) AIC is the General Partner of the indicated Reporting Person. As such, AIC has the sole power to vote and dispose of the securities of APLP. The beneficial ownership of AIC derives from such power.

(b) Each of the Reporting Persons listed in the table set forth above has sole voting and dispositive power over the Common Stock beneficially owned by it as indicated above.

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CUSIP No. 497498105 Schedule 13D Page 8 of 9

link1 "SIGNATURE"

SIGNATURE

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

June 18, 2008

Global Private Equity II Limited Partnership
Advent Direct Investment Program Limited Partnership
By:	Advent International Limited Partnership, General Partner
By:	Advent International Corporation, General Partner
By:	Jarlyth H. Gibson, Assistant Compliance Officer*
Advent International Limited Partnership
Advent Partners Limited Partnership
By:	Advent International Corporation, General Partner
By:	Jarlyth H. Gibson, Assistant Compliance Officer*
ADVENT INTERNATIONAL CORPORATION
By:	Jarlyth H. Gibson, Assistant Compliance Officer*
*For all of the above:
/s/ Jarlyth H. Gibson
Jarlyth H. Gibson, Assistant Compliance Officer

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CUSIP No. 497498105 Schedule 13D Page 9 of 9

SCHEDULE A

The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. All of the persons listed below are United States citizens.

I. Advent International Corporation

	Position with	Principal
	Advent International	Occupation
Name	Corporation	(if different)
Peter A. Brooke	Chairman
Thomas H. Lauer	Senior Vice President
	Managing Director
	Chief Operating Officer
	Assistant Secretary
	Executive Officers’
	Committee Member
Ernest G. Bachrach	Executive Officers’
	Committee Member
Humphrey W. Battcock	Executive Officers’
	Committee Member
Ralf Huep	Executive Officers’
	Committee Member
David M. Mussafer	Director
	Executive Officers’
	Committee Member
William C. Schmidt	Executive Officers’
	Committee Member
Steven M. Tadler	Director
	Executive Officers’
	Committee Member
Janet L. Hennessy	Senior Vice President
	Partner
	Chief Financial Officer
	Chief Compliance Officer
	Assistant Secretary
John F. Brooke	Director	General Partner of
		Brooke
		Private Equity
Mark Hoffman	Director	Chairman of
		Cambridge
		Research Group
David W. Watson	Secretary	Attorney

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