0001062993-22-001175.txt : 20220118 0001062993-22-001175.hdr.sgml : 20220118 20220118160018 ACCESSION NUMBER: 0001062993-22-001175 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20220118 DATE AS OF CHANGE: 20220118 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM DIAMOND, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KIRKLAND'S, INC CENTRAL INDEX KEY: 0001056285 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 621287151 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78385 FILM NUMBER: 22535156 BUSINESS ADDRESS: STREET 1: 5310 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 615-872-4800 MAIL ADDRESS: STREET 1: 5310 MARYLAND WAY CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: KIRKLANDS INC DATE OF NAME CHANGE: 19980219 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13G/A 1 formsc13ga.htm FORM SC 13G/A Osmium Partners, LLC: Form SC 13G/A - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

KIRKLAND'S, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

497498105

(CUSIP Number)

January 12, 2022

(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)

☒ 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.

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. 497498105

1.

Names of Reporting Persons.

John H. Lewis

  

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

United States

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

111,231

  

6.

Shared Voting Power

1,563,250

  

7.

Sole Dispositive Power

111,231

  

8.

Shared Dispositive Power

1,563,250

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,674,481

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

12.99%

12.

Type of Reporting Person (See Instructions)

IN
         

CUSIP No. 497498105

1.

Names of Reporting Persons.

Osmium Partners, LLC

  

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

Delaware

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

0

  

6.

Shared Voting Power

1,563,250

  

7.

Sole Dispositive Power

0

  

8.

Shared Dispositive Power

1,563,250

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,563,250

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

12.12%

  

12.

Type of Reporting Person (See Instructions)

IA, OO

  
         

CUSIP No. 497498105

1.

Names of Reporting Persons.

Osmium Capital, LP

  

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

Delaware

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

0

  

6.

Shared Voting Power

805,599

  

7.

Sole Dispositive Power

0

  

8.

Shared Dispositive Power

805,599

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

805,599

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

6.25%

12.

Type of Reporting Person (See Instructions)

PN
         

CUSIP No. 497498105

1.

Names of Reporting Persons.

Osmium Capital II, LP

  

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

Delaware

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

0

  

6.

Shared Voting Power

223,390

  

7.

Sole Dispositive Power

0

  

8.

Shared Dispositive Power

223,390

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

223,390

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

1.73%

12.

Type of Reporting Person (See Instructions)

PN
         

CUSIP No. 497498105

1.

Names of Reporting Persons.

Osmium Spartan, LP

  

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

Delaware

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

0

  

6.

Shared Voting Power

212,860

  

7.

Sole Dispositive Power

0

  

8.

Shared Dispositive Power

212,860

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

212,860

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

1.65%

12.

Type of Reporting Person (See Instructions)

PN
         

CUSIP No. 497498105

1.

Names of Reporting Persons.

Osmium Diamond, LP

  

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

Delaware

  

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

5.

Sole Voting Power

0

  

6.

Shared Voting Power

321,401

  

7.

Sole Dispositive Power

0

  

8.

Shared Dispositive Power

321,401

  

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

321,401

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

Percent of Class Represented by Amount in Row (9)

2.49%

12.

Type of Reporting Person (See Instructions)

PN
         

Item 1.

(a)

The name of the issuer is Kirkland's, Inc. (the "Issuer").

(b)

The principal executive offices of the Issuer are located at 5310 Maryland Way, Brentwood, TN 37027.

Item 2.

(a)

This statement (this "Statement") is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company ("Osmium Partners"), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the "Fund"), Osmium Capital II, LP, a Delaware limited partnership ("Fund II"), Osmium Spartan, LP, a Delaware limited partnership ("Fund III"), and Osmium Diamond, LP a Delaware limited partnership ("Fund IV") (all of the foregoing, collectively, the "Filers"). The Fund, Fund II, Fund III, and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III, and Fund IV (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

(b)

The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

(c)

For citizenship information see Item 4 of the cover sheet of each Filer.

(d)

This Statement relates to the Common Stock of the Issuer.

(e)

The CUSIP Number of the Common Stock of the Issuer is 497498105. 

Item 3.

Not applicable.

Item 4.

Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 12,895,352 shares of Common Stock outstanding as of November 26, 2021, as reported on the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended October 30, 2021, as filed with the SEC on December 2, 2021. 

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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

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

Dated: January 18, 2022

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, LP

 

 

By:

/s/ John H. Lewis

John H. Lewis, for himself and as

Managing Member of Osmium

Partners, LLC, for itself and as

General Partner of Osmium

Capital, LP, Osmium Capital II,

LP, Osmium Spartan, LP, and

Osmium Diamond, LP

EXHIBIT INDEX

Exhibit 1 Amended Joint Filing Agreement (FILED HEREWITH)

EX-1 2 exhibit1.htm EXHIBIT 1 Osmium Partners, LLC: Exhibit 1 - Filed by newsfilecorp.com

Exhibit 1

AMENDED JOINT FILING AGREEMENT

This amendment is being filed to add Osmium Diamond, LP as a filer.  In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Kirkland's, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: January 18, 2022

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, LP

By: /s/ John H. Lewis
 

John H. Lewis, for himself and as

Managing Member of Osmium Partners,

LLC, for itself and as General Partner of

Osmium Capital, LP, Osmium Capital

II, LP, Osmium Spartan, LP, and

Osmium Diamond, LP