-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KFX6g5fnr+hmFppYP9kwr91Y5o1jcMkIqVi0Xfi+rWLxGhDIYmz09Xl0Flrm+Z1D d6dZMiLLoGe8iosQ19+1TA== 0001144204-08-009640.txt : 20080214 0001144204-08-009640.hdr.sgml : 20080214 20080214165511 ACCESSION NUMBER: 0001144204-08-009640 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: WS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. GROUP MEMBERS: WSV MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSW Inc. CENTRAL INDEX KEY: 0001319947 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 310746639 STATE OF INCORPORATION: OH FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80829 FILM NUMBER: 08618275 BUSINESS ADDRESS: STREET 1: 4150 EAST 5TH AVENUE CITY: COLUMBUS STATE: OH ZIP: 43219 BUSINESS PHONE: (614) 237-7100 MAIL ADDRESS: STREET 1: 4150 EAST 5TH AVENUE CITY: COLUMBUS STATE: OH ZIP: 43219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 v103159_sc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DSW INC.
(Name of Issuer)
 
Class A Common Shares
(Title of Class of Securities)
 
23334L102
(CUSIP Number)
 
December 31, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON: WS Capital, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 1,096,579*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 1,096,579*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,579*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%*
 
12
TYPE OF REPORTING PERSON
HC/OO
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON: WS Capital Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 1,096,579*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 1,096,579*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,096,579*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%*
 
12
TYPE OF REPORTING PERSON
IA/PN
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON: WSV Management, L.L.C.
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 159,300*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 159,300*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,300*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%*
 
12
TYPE OF REPORTING PERSON
HC/OO
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON: WS Ventures Management, L.P.
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 159,300*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 159,300*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,300*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%*
 
12
TYPE OF REPORTING PERSON
IA/PN
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON: Reid S. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 1,255,879*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 1,255,879*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,879*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%*
 
12
TYPE OF REPORTING PERSON
IN
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON:  G. Stacy Smith
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 1,255,879*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 1,255,879*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,255,879*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%*
 
12
TYPE OF REPORTING PERSON
IN
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
   
CUSIP No. 23334L102
 
1
NAME OF REPORTING PERSON:  Patrick P. Walker
 
I.R.S. Identification Nos. of above persons (entities only):
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(a)    o
 
 
 
(b)   x
3
SEC USE ONLY
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 
 
 
 
5

 
6
 
 
7
 
 
8
 
  
SOLE VOTING POWER: 0*
 
SHARED VOTING POWER: 159,300*
 
SOLE DISPOSITIVE POWER: 0*
 
SHARED DISPOSITIVE POWER: 159,300*

9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
159,300*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%*
 
12
TYPE OF REPORTING PERSON
IN
 
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.


Item 1(a).
Name of Issuer: DSW Inc.
   
Item 1(b).
Address of Issuer's Principal Executive Offices:
 
810 DSW Drive
 
Columbus, Ohio 43219
   
Item 2(a).
Name of Person Filing:
 
WS Capital, L.L.C.
 
WS Capital Management, L.P.
 
WSV Management, L.L.C.
 
WS Ventures Management, L.P.
 
Reid S. Walker
 
G. Stacy Smith
 
Patrick P. Walker
   
Item 2(b).
Address of Principal Business Office or if none, Residence:
 
300 Crescent Court, Suite 1111
 
Dallas, Texas 75201
 
Item 2(c).
Citizenship:
  
 
WS Capital, L.L.C.:
Texas
 
WS Capital Management, L.P.
Texas
 
WSV Management, L.L.C.:
Texas
 
WS Ventures Management, L.P.:
Texas
 
Reid S. Walker:
United States
 
G. Stacy Smith:
United States
 
Patrick P. Walker:
United States
 
Item 2(d).
Title of Class of Securities: Class A Common Shares
   
Item 2(e).
CUSIP Number: 23334L102
   
Item 3.
Not Applicable.
   
Item 4.
Ownership:
 
(a)
Amount Beneficially Owned:
 
WS Capital, L.L.C.:
1,096,579*
 
WS Capital Management, L.P.
1,096,579*
 
WSV Management, L.L.C.:
159,300*
 
WS Ventures Management, L.P.:
159,300*
 
Reid S. Walker:
1,255,879*
 
G. Stacy Smith:
1,255,879*
 
Patrick P. Walker:
159,300*
 
* Based on information set forth on the Form 10-Q of DSW Inc. (the “Company”) as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 shares of the Company’s Class A Common Shares (the “Shares”), issued and outstanding as of November 30, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,096,579 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 159,300 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

 
(b)
Percent of Class:
 
WS Capital, L.L.C.:
6.8%*
 
WS Capital Management, L.P.
6.8%*
 
WSV Management, L.L.C.:
1.0%*
 
WS Ventures Management, L.P.:
1.0%*
 
Reid S. Walker:
7.7%*
 
G. Stacy Smith:
7.7%*
 
Patrick P. Walker:
1.0%*
 
(c)
Number of shares as to which such person has:
   
 
(i)    sole power to vote or to direct the vote: 0*
   
 
(ii)   shared power to vote or to direct the vote:
     
 
        WS Capital, L.L.C.:
1,096,579*
 
        WS Capital Management, L.P.
1,096,579*
 
        WSV Management, L.L.C.:
159,300*
 
        WS Ventures Management, L.P.:
159,300*
 
        Reid S. Walker:
1,255,879*
 
        G. Stacy Smith:
1,255,879*
 
        Patrick P. Walker:
159,300*
 
* Based on information set forth on the Form 10-Q of the Company as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 Shares issued and outstanding as of November 30, 2007. As of the Reporting Date, the WS Funds owned in the aggregate 1,096,579 Shares. WSC Management is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, the WSO Funds owned in the aggregate 159,300 Shares. WSVM is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
(iii)
sole power to dispose or to direct the disposition of: 0*
   
(iv)
shared power to dispose or to direct the disposition of:
     
 
WS Capital, L.L.C.:
1,096,579*
 
WS Capital Management, L.P.
1,096,579*
 
WSV Management, L.L.C.:
159,300*
 
WS Ventures Management, L.P.:
159,300*
 
Reid S. Walker:
1,255,879*
 
G. Stacy Smith:
1,255,879*
 
Patrick P. Walker:
159,300*
 
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
Not applicable.
   
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities:
  Not applicable.
Identification and Classification of Members of the Group:
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
 
Not applicable.
   
Item 10.
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
* Based on information set forth on the Form 10-Q of the Company as filed with the Securities and Exchange Commission on December 13, 2007, there were 16,255,798 Shares issued and outstanding as of November 30, 2007. As of the Reporting Date, the WS Funds owned in the aggregate 1,096,579 Shares. WSC Management is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, the WSO Funds owned in the aggregate 159,300 Shares. WSVM is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 1,255,879 Shares, or approximately 7.7% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,096,579 Shares, or approximately 6.8% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSVM, WSV, and Mr. Patrick P. Walker are deemed to beneficially own 159,300 Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
 
 
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.

February 12, 2008
 
WS CAPITAL, L.L.C.
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WS CAPITAL MANAGEMENT, L.P.
   
By:
WS Capital, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WSV MANAGEMENT, L.L.C.
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WS VENTURES MANAGEMENT, L.P.
   
By:
WSV Management, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
/s/ Reid S. Walker
REID S. WALKER


/s/ G. Stacy Smith
G. STACY SMITH
 
/s/ Patrick P. Walker
PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 
 EX-1 2 v103159_ex1.htm

EXHIBIT 1

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the Class A Common Shares of DSW Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 12, 2008.

WS CAPITAL, L.L.C.
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WS CAPITAL MANAGEMENT, L.P.
   
By:
WS Capital, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WSV MANAGEMENT, L.L.C.
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member
   
WS VENTURES MANAGEMENT, L.P.
   
By:
WSV Management, L.L.C., its general partner
   
By:
/s/ Reid S. Walker 
 
Reid S. Walker, Member


/s/ Reid S. Walker
REID S. WALKER
 
/s/ G. Stacy Smith
G. STACY SMITH
 
/s/ Patrick P. Walker
PATRICK P. WALKER

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