*
|
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.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Macellum Retail Opportunity Fund, LP
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
WC
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
4,790,597
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
4,790,597
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,790,597
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Macellum Capital Management, LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
WC
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
68,313
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
68,313
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
68,313
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Macellum Advisors GP, LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
4,790,597
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
4,790,597
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,790,597
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Macellum Management, LP
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
4,790,597
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
4,790,597
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,790,597
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
PN
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
MCM Managers, LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
68,313
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
68,313
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
68,313
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
MCM Management, LLC
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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:
68,313
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
68,313
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
68,313
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (1)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
OO
|
(1)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Jonathan Duskin
|
||||
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
||||
3.
|
|
SEC USE ONLY
|
||||
4.
|
|
SOURCE OF FUNDS*
OO
|
||||
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||||
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER:
5,089,213 (1)
|
||
|
8.
|
|
SHARED VOTING POWER:
0
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER:
5,039,213
|
|||
|
10.
|
|
SHARED DISPOSITIVE POWER:
0
|
|||
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,089,213 (1)
|
||||
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
☐
|
||||
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% (2)
|
||||
14.
|
|
TYPE OF REPORTING PERSON*
IN
|
(1)
|
Includes 50,000 shares of restricted common stock that are currently votable but do not vest until the earlier of (i) June 17, 2021, or (ii) the date of the Issuer’s 2021 Annual Meeting of Stockholders.
|
(2)
|
Based on 38,369,833 shares of common stock outstanding as of June 5, 2020, according to the Issuer’s Form 10-Q filed with the SEC on June 15, 2020.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
|
|
|
MACELLUM RETAIL OPPORTUNITY FUND, LP
|
||
|
|
|
By:
|
|
Macellum Advisors GP, LLC,
its general partner
|
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Sole Member
|
|
||
MACELLUM CAPITAL MANAGEMENT, LLC
|
||
|
|
|
By:
|
|
MCM Managers, LLC,
its managing member
|
|
|
|
By:
|
|
MCM Management, LLC,
its managing member
|
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Managing Member
|
|
||
MACELLUM ADVISORS GP, LLC
|
||
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Sole Member
|
|
||
MACELLUM MANAGEMENT, LP
|
||
|
|
|
By:
|
|
Macellum Advisors GP, LLC,
its general partner
|
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Sole Member
|
MCM MANAGERS, LLC
|
||
|
|
|
By:
|
|
MCM Management, LLC,
its managing member
|
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Managing Member
|
|
||
MCM MANAGEMENT, LLC
|
||
|
|
|
By:
|
|
/s/ Jonathan Duskin
|
Name:
|
|
Jonathan Duskin
|
Title:
|
|
Managing Member
|
|
||
/s/ Jonathan Duskin
|
||
JONATHAN DUSKIN
|