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GENESCO INC — Major Shareholding Notification 2021
Jul 20, 2021
33271_mrq_2021-07-20_847e2745-379f-4fc5-8a1e-a0def32a922d.zip
Major Shareholding Notification
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SC 13D/A 1 sc13da309050019_07202021.htm AMENDMENT NO. 3 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. 3) 1
Genesco Inc.
(Name of Issuer)
Common Stock, $1.00 par value per share
(Title of Class of Securities)
371532102
(CUSIP Number)
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
12121 Wilshire Blvd, Suite 1240
Los Angeles, California 90025
(424) 253-1773
STEVE WOLOSKY, ESQ.
ELIZABETH GONZALEZ-SUSSMAN, ESQ.
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)
July 20, 2021
(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. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. I | ||
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 841,197 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 841,197 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 841,197 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.62% | ||
| 14 | TYPE OF REPORTING PERSON | |
| PN |
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2
CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, L.P. II | ||
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 47,383 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 47,383 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 47,383 | ||
| 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 | |
| PN |
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3
CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners, 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 888,580 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 888,580 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,580 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.94% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners Asset Management, 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 888,580 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 888,580 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,580 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.94% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IA |
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CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Legion Partners 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 888,680 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 888,680 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,680 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.94% | ||
| 14 | TYPE OF REPORTING PERSON | |
| OO |
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CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Christopher S. Kiper | ||
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 888,680 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 888,680 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,680 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.94% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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7
CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Raymond T. White | ||
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | 888,680 | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 888,680 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 888,680 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 5.94% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Marjorie L. Bowen | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| - 0 - | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 371532102
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Margenett Moore-Roberts | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 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 | 75 | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| 75 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 75 | ||
| 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 | |
| IN |
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Dawn H. Robertson | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| - 0 - | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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| NAME OF REPORTING PERSON | ||
|---|---|---|
| Hobart P. Sichel | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ |
| (b) ☐ | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS | |
| 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 | - 0 - | |
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | ||
| REPORTING | - 0 - | |
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER |
| - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER | |
| - 0 - | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| - 0 - | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 0% | ||
| 14 | TYPE OF REPORTING PERSON | |
| IN |
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CUSIP No. 371532102
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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 2. Identity and Background .
Item 2 is hereby amended to add the following:
Following the Issuer’s 2021 annual meeting of shareholders held on July 20, 2021, Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H. Robertson and Hobart P. Sichel are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.
Item 3. Source and Amount of Funds or Other Consideration .
Item 3 is hereby amended to add the following:
The Shares purchased by Ms. Moore-Roberts were purchased with personal funds in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 75 Shares owned directly by Ms. Moore-Roberts is approximately $4,802, including brokerage commissions.
Item 5. Interest in Securities of the Issuer .
Item 5 H is hereby amended and restated to read as follows:
H. Ms. Moore-Roberts
(a) As of the close of business on July 20, 2021, Ms. Moore-Roberts beneficially owned 75 Shares.
Percentage: Less than 1%
(b) 1. Sole power to vote or direct vote: 75 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 75 4. Shared power to dispose or direct the disposition: 0
(c) The transactions in the Shares by Ms. Moore-Roberts since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
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CUSIP No. 371532102
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .
Item 6 is hereby amended to add the following:
On July 20, 2021, the Reporting Persons that will remain Reporting Persons after the filing of this Amendment No. 3 to the Schedule 13D entered into a Joint Filing Agreement in which the remaining Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits .
Item 7 is hereby amended to add the following exhibit:
99.1 Joint Filing Agreement, dated July 20, 2021.
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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: July 20, 2021
| Legion Partners, L.P. I — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, L.P. II — By: | Legion Partners Asset Management, LLC | |
|---|---|---|
| Investment Advisor | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Director |
| Legion Partners, LLC — By: | Legion Partners Holdings, LLC | |
|---|---|---|
| Managing Member | ||
| By: | /s/ Christopher S. Kiper | |
| Name: | Christopher S. Kiper | |
| Title: | Managing Member |
| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Director |
| /s/ Christopher S. Kiper | |
|---|---|
| Name: | Christopher S. Kiper |
| Title: | Managing Member |
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CUSIP No. 371532102
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| /s/ Christopher S. Kiper |
|---|
| Christopher S. Kiper Individually and as attorney-in-fact for each of Marjorie L. Bowen, Margenett Moore-Roberts, Dawn H. Robertson and Hobart P. Sichel. |
| /s/ Raymond T. White |
|---|
| Raymond T. White |
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CUSIP No. 371532102
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SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 2 to the Schedule 13D
Nature of the Transaction Amount of Securities Purchased/(Sold) Price ($) Date of Purchase/Sale
MARGENETT MOORE-ROBERTS
Purchase of Common Stock 75 64.0300 07/01/2021