0000929638-14-000557.txt : 20140701 0000929638-14-000557.hdr.sgml : 20140701 20140701121929 ACCESSION NUMBER: 0000929638-14-000557 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140701 DATE AS OF CHANGE: 20140701 GROUP MEMBERS: FS AFFILIATES V L.P. GROUP MEMBERS: FS EQUITY PARTNERS V L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: hhgregg, Inc. CENTRAL INDEX KEY: 0001396279 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 208819207 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83745 FILM NUMBER: 14951474 BUSINESS ADDRESS: STREET 1: 4151 EAST 96TH STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 317-848-8710 MAIL ADDRESS: STREET 1: 4151 EAST 96TH STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FS EQUITY PARTNERS IV LP CENTRAL INDEX KEY: 0001052506 IRS NUMBER: 954658859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O FREEMAN SPOGLI & CO STREET 2: 11100 SANTA MONICA BLVD SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104441822 MAIL ADDRESS: STREET 1: C/O FREEMAN SPOGLI & CO STREET 2: 11100 SANTA MONICA BLVD SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 sc13d.htm sc13d.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
 
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 6)*
 
 
 
hhgregg, Inc. 
(Name of Issuer)
 
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
 
42833L108
 (CUSIP Number)
 
 
John M. Roth
FS Equity Partners V, L.P.
11100 Santa Monica Boulevard, Suite 1900
Los Angeles, California 90025
(310) 444-1822
___________________________________________________________________________________
 
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
June 25, 2014
 (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. o

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.

*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).
 
 
 
 
 

 
 
 
 
 
 
1
NAMES OF REPORTING PERSONS.
FS Capital Partners V, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
 
 
7
SOLE VOTING POWER
13,475,981
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
13,475,981
 
 
10
SHARED DISPOSITIVE POWER
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,475,981
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)     
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
 
14
TYPE OF REPORTING PERSON (See instructions)
OO
 
 
 
 
 
 
 
 
 
 

 
 
1
NAMES OF REPORTING PERSONS.
FS Equity Partners V, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
13,298,098
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
13,298,098
 
 
10
SHARED DISPOSITIVE POWER
0
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,298,098
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)     
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.7%
 
14
TYPE OF REPORTING PERSON (See instructions)
PN
 
 
 
 
 
 
 
 
 
 
 
 
1
NAMES OF REPORTING PERSONS.
FS Affiliates V, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
 
7
SOLE VOTING POWER
177,883
 
 
8
SHARED VOTING POWER
0
 
 
9
SOLE DISPOSITIVE POWER
177,883
 
 
10
SHARED DISPOSITIVE POWER
0
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,883
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions)     
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
 
14
TYPE OF REPORTING PERSON (See instructions)
PN
 
 
 
 
 
 
 

 
 
 
 

SCHEDULE 13D
 
 
This Amendment No. 6 amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on July 24, 2009 (the “Original Schedule 13D”), and as amended on May 30, 2012, February 13, 2013, May 31, 2013, November 6, 2013 and February 12, 2014 by FS Capital Partners V, L.L.C. (“FS Capital Partners”), FS Equity Partners V, L.P. (“FS Equity V”), and FS Affiliates V, L.P. (“FS Affiliates”, and collectively with FS Capital Partners and FS Equity V, the “Reporting Persons”) with respect to the common stock, par value $0.0001 per share (the “Common Stock”), of hhgregg, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 5 is hereby amended in its entirety as follows:

ITEM 5. Interest in Securities of the Issuer.

The percentages of outstanding shares of Common Stock of the Issuer reported in this Item 5 are based on the assumption that there are 28,460,218 shares of Common Stock outstanding, which is the number of shares of Common Stock reported by the Issuer in its Definitive Proxy Statement on Schedule 14A for the 2014 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission (the "SEC") on June 25, 2014.

(a) Amount Beneficially Owned by each Reporting Person and Percent of Class:
(b) Voting and Dispositive Power.

The Reporting Persons may be deemed to beneficially own in the aggregate (within the meaning of Rule 13d-3(a) of the Exchange Act) 13,475,981 shares of Common Stock. The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons constitutes approximately 47.4% of the shares of such class deemed outstanding as of June 6, 2014.

The Reporting Persons may be deemed to have direct beneficial ownership of shares of Common Stock of the Issuer as follows:

 
Name of Reporting Person
Number of Shares Beneficially Owned
Percentage Beneficially Owned
 
FS Equity V
13,298,098
46.7%
 
FS Affiliates
177,883
0.6%
 
FS Capital Partners
13,475,981
47.4%
 
Reporting Persons as a group
13,475,981
47.4%

FS Capital Partners, by virtue of being the sole general partner of FS Equity V and FS Affiliates, may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with respect to 13,475,981 shares of Common Stock. FS Equity V disclaims beneficial ownership of the shares of Common Stock held by FS Affiliates. FS Affiliates disclaims beneficial ownership of the shares of Common Stock held by FS Equity V.

(c) Other Transactions:

No Reporting Person nor any director or executive officer of any Reporting Person has effected any transactions in the Common Stock during the past 60 days.

(d) Interests in Other Persons:

Not applicable

(e) Date Upon Which the Reporting Person Ceased to be the Beneficial Owner of More Than Five Percent of Class:

Not Applicable

 
 

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

Date: June 30, 2014
FS EQUITY PARTNERS V, L.P.
a Delaware Limited Partnership

By: FS Capital Partners V, LLC
a Delaware Limited Liability Company
Its: General Partner

By:    /s/ John M. Roth                                           
 Name: John M. Roth
 Title: Managing Member


FS AFFILIATES V, L.P.
a Delaware Limited Partnership

By: FS Capital Partners V, LLC
a Delaware Limited Liability Company
Its: General Partner

By:    /s/ John M. Roth                                           
 Name: John M. Roth
 Title: Managing Member


FS CAPITAL PARTNERS V, LLC
a Delaware Limited Liability Company

By:    /s/ John M. Roth                                           
 Name: John M. Roth
 Title: Managing Member