0000929638-13-000283.txt : 20130417 0000929638-13-000283.hdr.sgml : 20130417 20130417172557 ACCESSION NUMBER: 0000929638-13-000283 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130417 DATE AS OF CHANGE: 20130417 GROUP MEMBERS: BERLYSON MASTER FUND LP GROUP MEMBERS: JAMES BERYLSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLDWATER CREEK INC CENTRAL INDEX KEY: 0001018005 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 820419266 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48773 FILM NUMBER: 13767682 BUSINESS ADDRESS: STREET 1: ONE COLDWATER CREEK DRIVE CITY: SANDPOINT STATE: ID ZIP: 83864 BUSINESS PHONE: 2082632266 MAIL ADDRESS: STREET 1: ONE COLDWATER CREEK DRIVE CITY: SANDPOINT STATE: ID ZIP: 83864 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERYLSON CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001572664 IRS NUMBER: 454054625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3100 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-697-5815 MAIL ADDRESS: STREET 1: 33 ARCH STREET STREET 2: SUITE 3100 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 berylson-coldwater_sch13g.htm SCHEDULE 13G berylson-coldwater_sch13g.htm
 
                                 UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549
 
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 

Coldwater Creek Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

 
193068202
 
(CUSIP Number)

April 10, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           Rule 13d-1(c)
 
 [  ]           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.  Beneficial ownership information contained herein is given as of the date listed above.
 
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).
 
 
 

 

1
Names of Reporting Persons.
 
Berylson Capital Partners, LLC
Berlyson Master Fund, LP
James Berylson
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Berylson Capital Partners, LLC – Delaware
Berlyson Master Fund, LP - Cayman Islands
James Berylson - United States
 
 
 
 
 
 
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
Berylson Capital Partners, LLC – 0 shares
Berlyson Master Fund, LP - 0 shares
James Berylson - 0 shares
 
6    Shared Voting Power
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berlyson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
Berylson Capital Partners, LLC – 0 shares
Berlyson Master Fund, LP - 0 shares
James Berylson - 0 shares
 
8    Shared Dispositive Power
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berlyson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berlyson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
Berylson Capital Partners, LLC – 5.0%
Berylson Master Fund, LP - 5.0%
James Berylson – 5.0%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
Berylson Capital Partners, LLC  – OO (Limited Liability Company)
Berylson Master Fund, LP - PN (Limited Partnership)
James Berylson – IN
 
 
 

 
SCHEDULE 13G
 
Item 1
 

(a)
Name of Issuer
 
Coldwater Creek Inc.
(b)
Address of Issuer’s Principal Executive Offices
 
One Coldwater Creek Drive, Sandpoint, Idaho 83864

Item 2
 

(a)
Name of Person Filing
 
Berylson Capital Partners, LLC
Berlyson Master Fund, LP
James Berylson
 
(b)
Address of Principal Business Office or, if none, Residence
 
Berylson Capital Partners, LLC
Berlyson Master Fund, LP
James Berylson
c/o Berylson Capital Partners, LLC
33 Arch Street, Suite 3100
Boston, MA 02110
 
(c)
Citizenship
 
Berylson Capital Partners, LLC - Delaware
Berlyson Master Fund, LP - Cayman Islands
James Berylson  - United States
 
(d)
Title of Class of Securities
 
Common Stock, par value $0.01 per share
(e)
CUSIP Number
 
193068202

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
       If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4
Ownership
   

Item 4(a)
Amount Beneficially Owned**
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berylson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares

Item 4(b)
Percent of Class
 
Berylson Capital Partners, LLC – 5.0%
Berylson Master Fund, LP - 5.0%
James Berylson – 5.0%

 
 

 
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
Berylson Capital Partners, LLC – 0 shares
Berylson Master Fund, LP - 0 shares
James Berylson - 0 shares
 
(ii)
shared power to vote or to direct the vote
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berylson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares
 
(iii)
sole power to dispose or to direct the disposition of
 
Berylson Capital Partners, LLC – 0 shares
Berylson Master Fund, LP - 0 shares
James Berylson - 0 shares
 
(iv)
shared power to dispose or to direct the disposition of
 
Berylson Capital Partners, LLC – 1,527,928 shares
Berylson Master Fund, LP - 1,527,928 shares
James Berylson – 1,527,928 shares

** Shares reported herein for Berylson Master Fund, LP (the “Fund”) represent shares held of record by the Fund.  Shares reported herein for Berylson Capital Partners, LLC (“Berylson Capital”) represent the above referenced shares reported for the Fund, for which Berylson Capital serves as the investment manager.  Shares reported herein for Mr. Berylson represent the above-referenced Shares reported for the Fund and Berylson Capital. James Berylson is the sole owner and managing member of Berylson Capital.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8
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.
 
Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.

 
 

 
 
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.
 
Date: April 17, 2013

   
   
 
BERYLSON MASTER FUND, LP
 
By: Berylson Capital Partners GP, LLC,
 
       its general partner
   
 
By: /s/ James Berylson 
 
James Berylson, Managing Member
   
   
 
BERYLSON CAPITAL PARTNERS, LLC
   
 
By: /s/ James Berylson
 
James Berylson, Managing Member
   
   
 
JAMES BERYLSON
   
 
By: /s/ James Berylson
 
James Berylson, individually

EX-99.1 2 berylson-coldwater_ex99.htm JOINT FILER AGREEMENT berylson-coldwater_ex99.htm
Exhibit 99.1

JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of April 17, 2013, is by and among Berylson Capital Partners, LLC, Berylson Master Fund, LP and James Berylson (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of Common Stock, par value $0.01 per share, of Coldwater Creek Inc. beneficially owned by them from time to time.
 
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
 
This Joint Filing Agreement may be terminated by any of the Filers upon one week's prior written notice (or such lesser period of notice as the Filers may mutually agree) to the other party.
 
Executed and delivered as of the date first above written.


   
   
 
BERYLSON MASTER FUND, LP
 
By: Berylson Capital Partners GP, LLC,
 
       its general partner
   
 
By: /s/ James Berylson 
 
James Berylson, Managing Member
   
   
 
BERYLSON CAPITAL PARTNERS, LLC
   
 
By: /s/ James Berylson
 
James Berylson, Managing Member
   
   
 
JAMES BERYLSON
   
 
By: /s/ James Berylson
 
James Berylson, individually