0000897069-18-000129.txt : 20180214 0000897069-18-000129.hdr.sgml : 20180214 20180214151029 ACCESSION NUMBER: 0000897069-18-000129 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERRY ELLIS INTERNATIONAL, INC CENTRAL INDEX KEY: 0000900349 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 591162998 STATE OF INCORPORATION: FL FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48707 FILM NUMBER: 18611498 BUSINESS ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 BUSINESS PHONE: 3055922830 MAIL ADDRESS: STREET 1: 3000 NW 107TH AVENUE CITY: MIAMI STATE: FL ZIP: 33172 FORMER COMPANY: FORMER CONFORMED NAME: PERRY ELLIS INTERNATIONAL INC DATE OF NAME CHANGE: 19990623 FORMER COMPANY: FORMER CONFORMED NAME: SUPREME INTERNATIONAL CORP DATE OF NAME CHANGE: 19940531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FELDENKREIS OSCAR CENTRAL INDEX KEY: 0000940661 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 7495 NW ST CITY: MIAMI STATE: FL ZIP: 33166 SC 13G/A 1 cg1048.htm

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

 
PERRY ELLIS INTERNATIONAL, INC.
(Name of Issuer)
 
Common Stock, $.01 Par Value
(Title of Class of Securities)
 
868610106
(CUSIP Number)
 
December 31, 2017
(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)
 
T                          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. 868610106
 
1
NAME OF REPORTING PERSONS
Oscar Feldenkreis
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
U.S.A.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
 WITH:
5
SOLE VOTING POWER
1,025,787 (1)
6
SHARED VOTING POWER
150,000 (2)
7
SOLE DISPOSITIVE POWER
1,025,787 (1)
8
SHARED DISPOSITIVE POWER
150,000 (2)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,787 (1)(2)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% (3)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
____________
 
(1)
Represents (i) 844,235 shares of common stock owned by the Oscar Feldenkreis Revocable Trust UAD 5/6/11, of which Mr. Feldenkreis is the Trustee; (ii) 58,361 shares held directly by Oscar Feldenkreis; (iii) 4,940 restricted shares held directly by Oscar Feldenkreis, which vest on April 22, 2018; (iv) 14,777 restricted shares held directly by Oscar Feldenkreis, which vest over two years beginning on April 20, 2018; (v) 19,716 restricted shares held directly by Oscar Feldenkreis, which vest over three years beginning on April 25, 2018; (vi) 44,333 performance shares granted under the Issuer’s 2015 Long-Term Incentive Compensation Plan (the “Plan”), which vest up to 100% if certain performance goals are met and Mr. Feldenkreis is employed by the Issuer on the last day of fiscal 2019; and (vii) 39,425 performance shares granted under the Plan, which vest up to 100% if certain performance goals are met and Mr. Feldenkreis is employed by the Issuer on the last day of fiscal 2020.  This number excludes (i) 57,894 shares issuable upon exercise of stock appreciation rights, which have vested but were out-of-the money based on the Company’s closing stock price on December 31, 2017 and (ii) shares of common stock owned by the Feldenkreis Family Foundation, Inc., a Florida not-for-profit corporation that is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of which the Reporting Person is an officer and director.
 
(2)
Represents (i) 50,000 shares of common stock owned by the Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee; (ii) 50,000 shares of common stock owned by the Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee; and (iii) 50,000 shares of common stock owned by the Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee.
 
(3)
Calculated on the basis of 15,668,000 shares of common stock outstanding on November 24, 2017, as reported on the Issuer’s Form 10-Q for the quarter ended October 28, 2017 filed on December 1, 2017.
 
2
 
CUSIP NO. 868610106
 
Item 1(a).
Name of Issuer:
 
Perry Ellis International, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
3000 N.W. 107th Avenue, Miami, Florida 33172
 
Item 2(a).
Name of Person Filing:
 
Oscar Feldenkreis
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
3000 N.W. 107th Avenue, Miami, Florida 33172
 
Item 2(c).
Citizenship:
 
U.S.A.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $.01 par value
 
Item 2(e).
CUSIP Number:
 
868610106
 
Item 3.
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
Not applicable.
 
3
 
CUSIP NO. 868610106
 

Item 4.
Ownership:
 
(a)
Amount Beneficially Owned:  1,175,787(1)(2) shares.
 
(b)
Percent of Class:  7.5%(3)
 
(c)
Number of shares as to which such person has:
 
(i)
sole power to vote or to direct the vote:  1,025,787(1)
 
(ii)
shared power to vote or to direct the vote:  150,000(2)
 
(iii)
sole power to dispose or to direct the disposition of:  1,025,787(1)
 
(iv)
shared power to dispose or to direct the disposition of:  150,000(2)
 
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.
 
____________
 
(1)
Represents (i) 844,235 shares of common stock owned by the Oscar Feldenkreis Revocable Trust UAD 5/6/11, of which Mr. Feldenkreis is the Trustee; (ii) 58,361 shares held directly by Oscar Feldenkreis; (iii) 4,940 restricted shares held directly by Oscar Feldenkreis, which vest on April 22, 2018; (iv) 14,777 restricted shares held directly by Oscar Feldenkreis, which vest over two years beginning on April 20, 2018; (v) 19,716 restricted shares held directly by Oscar Feldenkreis, which vest over three years beginning on April 25, 2018; (vi) 44,333 performance shares granted under the Issuer’s 2015 Long-Term Incentive Compensation Plan (the “Plan”), which vest up to 100% if certain performance goals are met and Mr. Feldenkreis is employed by the Issuer on the last day of fiscal 2019; and (vii) 39,425 performance shares granted under the Plan, which vest up to 100% if certain performance goals are met and Mr. Feldenkreis is employed by the Issuer on the last day of fiscal 2020.  This number excludes (i) 57,894 shares issuable upon exercise of stock appreciation rights, which have vested but were out-of-the money based on the Company’s closing stock price on December 31, 2017 and (ii) shares of common stock owned by the Feldenkreis Family Foundation, Inc., a Florida not-for-profit corporation that is tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of which the Reporting Person is an officer and director.
 
(2)
Represents (i) 50,000 shares of common stock owned by the Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee; (ii) 50,000 shares of common stock owned by the Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee; and (iii) 50,000 shares of common stock owned by the Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, of which the Reporting Person’s spouse is the Trustee.
 
(3)
Calculated on the basis of 15,668,000 shares of common stock outstanding on November 24, 2017, as reported on the Issuer’s Form 10-Q for the quarter ended October 28, 2017 filed on December 1, 2017.
 
4
 
CUSIP NO. 868610106
 

 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
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:
 
Not applicable.
 
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: February 14, 2018
 
/s/ Oscar Feldenkreis                                                                                    
Oscar Feldenkreis
 
 
 
 
5