0000921895-16-004837.txt : 20160603 0000921895-16-004837.hdr.sgml : 20160603 20160603172942 ACCESSION NUMBER: 0000921895-16-004837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160601 FILED AS OF DATE: 20160603 DATE AS OF CHANGE: 20160603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital II Offshore, Ltd. CENTRAL INDEX KEY: 0001619827 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696838 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENGAGED CAPITAL I LP CENTRAL INDEX KEY: 0001559851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696842 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC CENTRAL INDEX KEY: 0001580769 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696844 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welling Glenn W. CENTRAL INDEX KEY: 0001580771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696845 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital LLC CENTRAL INDEX KEY: 0001559771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696846 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest III LP CENTRAL INDEX KEY: 0001666151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696837 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ENGAGED CAPITAL II LP CENTRAL INDEX KEY: 0001559850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696839 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Master Feeder I, LP CENTRAL INDEX KEY: 0001580760 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696843 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Master Feeder II, LP CENTRAL INDEX KEY: 0001580761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696840 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital I Offshore Ltd CENTRAL INDEX KEY: 0001559940 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161696841 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE STREET 2: HUTCHINS DRIVE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 4 1 form409455019_06032016.xml OWNERSHIP DOCUMENT X0306 4 2016-06-01 0 0000941604 OUTERWALL INC OUTR 0001559771 Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580771 Welling Glenn W. C/O ENGAGED CAPITAL, LLC 610 NEWPORT CENTER DR. SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580769 Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580760 Engaged Capital Master Feeder I, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN E9 KY1-1111 CAYMAN ISLANDS 0 0 0 1 See Footnote 1 and 6 0001559851 ENGAGED CAPITAL I LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 and 6 0001559940 Engaged Capital I Offshore Ltd 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 and 6 0001580761 Engaged Capital Master Feeder II, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN E9 KY1-1111 CAYMAN ISLANDS 0 0 0 1 See Footnote 1 0001559850 ENGAGED CAPITAL II LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001619827 Engaged Capital II Offshore, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001666151 Engaged Capital Co-Invest III LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 Common Stock 2016-06-01 4 J 0 196918 0 D 0 I By: Engaged Capital Master Feeder I, LP Common Stock 2016-06-01 4 J 0 196918 0 A 684377 I By: Engaged Capital Master Feeder II, LP Common Stock 1650793 I By: Engaged Capital Co-Invest III, L.P. Common Stock 96000 I By: Managed Account of Engaged Capital, LLC This Form 4 is filed jointly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"), Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"), Engaged Capital Co-Invest III, L.P. ("Engaged Capital Co-Invest III"), Engaged Capital I, LP ("Engaged Capital I"), Engaged Capital I Offshore, Ltd. ("Engaged Capital Offshore"), Engaged Capital II, LP ("Engaged Capital II"), Engaged Capital II Offshore Ltd. ("Engaged Capital Offshore II"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Shares owned directly by Engaged Capital Master I. As feeder funds of Engaged Capital Master I, each of Engaged Capital I and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. As the general partner and investment adviser of Engaged Capital Master I, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Shares owned directly by Engaged Capital Master II. As feeder funds of Engaged Capital Master II, each of Engaged Capital II and Engaged Capital Offshore II may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. As the general partner and investment adviser of Engaged Capital Master II, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Shares owned directly by Engaged Capital Co-Invest III. As the general partner and investment adviser of Engaged Capital Co-Invest III, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account. Represents a pro rata distribution of shares from Engaged Capital Master I to its partners and an in-kind contribution by such partners of such shares to Engaged Capital Master II. The transfer of shares from Engaged Capital Master I to Engaged Capital Master II was accomplished in-kind without the exchange of consideration. Following the pro rata distribution, Engaged Capital Master I, Engaged Capital I and Engaged Capital Offshore no longer beneficially owned any shares and shall cease to be Reporting Persons immediately following the filing of this Form 4. Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 /s/ Glenn W. Welling 2016-06-03 Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 Engaged Capital Master Feeder I, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 Engaged Capital I, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 Engaged Capital I Offshore, Ltd.; By: /s/ Glenn W. Welling, Director 2016-06-03 Engaged Capital Master Feeder II, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 Engaged Capital II, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03 Engaged Capital II Offshore Ltd.; By: /s/ Glenn W. Welling, Director 2016-06-03 Engaged Capital Co-Invest III, L.P.; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-06-03