UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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PetSmart, Inc.
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(Name of Issuer)
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Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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716768106
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(CUSIP Number)
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Kent Lawson
Longview Asset Management, LLC
222 N. LaSalle St., Suite 2000
Chicago, Illinois 60601
(312) 236-6300
Michael A. Nemeroff, Esq.
Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 5, 2014
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(Date of Event which Requires Filing of this Statement)
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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. o
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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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*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.
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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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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Longview Asset Management, LLC / 36-4245844
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o |
(b)
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o |
3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o |
6.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power
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—
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8. Shared Voting Power
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8,967,016
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9. Sole Dispositive Power
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—
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10. Shared Dispositive Power
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8,967,016
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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8,967,016
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13.
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Percent of Class Represented by Amount in Row (11)
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9.0%
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14.
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Type of Reporting Person (See Instructions): IA
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
James A. Star
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o |
(b)
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o |
3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o |
6.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power
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—
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8. Shared Voting Power
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**
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9. Sole Dispositive Power
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—
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10. Shared Dispositive Power
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**
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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**
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13.
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Percent of Class Represented by Amount in Row (11)
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**%
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14.
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Type of Reporting Person (See Instructions): IN
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
H. Debra Levin, as Trustee of the Edward Memorial Trust
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o |
(b)
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o |
3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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o |
6.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power
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—
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8. Shared Voting Power
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**
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9. Sole Dispositive Power
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—
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10. Shared Dispositive Power
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**
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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**
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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o
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13.
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Percent of Class Represented by Amount in Row (11)
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**%
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14.
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Type of Reporting Person (See Instructions): OO
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Date
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Nature of Transaction
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No. of Shares
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Price (Per Share)
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10/15/2014
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Purchase
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25,000
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$64.86
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10/16/2014
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Purchase
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13,154
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$64.99
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EXHIBIT NO.
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DESCRIPTION
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99.1
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Power of Attorney by H. Debra Levin, individually and in her capacity as trustee of the Edward Memorial Trust.
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99.2
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Rule 10b5-1 Sales Plan between Longview and Morgan Stanley & Co. LLC.
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99.3
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Joint Filing Agreement, dated as of February 4, 2014, by and among the Reporting Persons (incorporated by reference to Schedule 13D Amendment No. 1 filed February 5, 2014). |
LONGVIEW ASSET MANAGEMENT, LLC
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By: |
/s/Aaron Rappaport
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Aaron Rappaport, Vice President and Chief Compliance Officer
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/s/James A. Star |
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James A. Star |
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/s/Aaron Rappaport |
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Aaron Rappaport, as attorney-in-fact for
H. Debra Levin, as trustee of the Edward Memorial Trust
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(1)
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prepare and execute for and on behalf of the undersigned, in the undersigned’s individual capacity and as trustee of the Edward Memorial Trust (the “Trust”), any Schedule 13D or Schedule 13G, any and all amendments thereto and any joint filer agreements in connection therewith, with respect to the undersigned’s and the Trust’s beneficial ownership in equity securities (the “Subject Securities”) of a class specified in paragraph (i) of Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”);
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(2)
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prepare and execute for and on behalf of the undersigned, in the undersigned’s individual capacity and as trustee of the Trust, any reports or statements required by Section 16(a) of the 1934 Act and the rules thereunder (“Section 16 Reports”), and any amendments thereto, related to the Subject Securities, in accordance with Section 16(a) of the 1934 Act and the rules thereunder;
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(3)
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Schedules 13D and 13G and Section 16 Reports, and any amendments thereto, and file or cause to be filed such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
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(4)
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take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including in the undersigned’s capacity as trustee of the Trust, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
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/s/H. Debra Levin
H. Debra Levin, individually and as trustee of the Edward Memorial Trust
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LONGVIEW ASSET MANAGEMENT, LLC | ||||
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Name:
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Title:
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Morgan Stanley & Co. LLC | ||||
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Name:
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Title:
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