4//SEC Filing
ESL PARTNERS, L.P. 4
Accession 0000899243-21-042941
CIK 0000799288other
Filed
Nov 2, 8:00 PM ET
Accepted
Nov 3, 9:30 PM ET
Size
26.0 KB
Accession
0000899243-21-042941
Insider Transaction Report
Form 4
LAMPERT EDWARD S
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2021-11-01−819,778→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2021-11-01−2,016,167→ 0 total(indirect: See Footnotes)
Holdings
- 819,778(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 17,117,343
Common Stock, par value $0.01 per share
ESL PARTNERS LP
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2021-11-01−819,778→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2021-11-01−2,016,167→ 0 total(indirect: See Footnotes)
Holdings
- 819,778(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 17,117,343
Common Stock, par value $0.01 per share
RBS PARTNERS L P /CT
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2021-11-01−2,016,167→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2021-11-01−819,778→ 0 total(indirect: See Footnotes)
Holdings
- 17,117,343
Common Stock, par value $0.01 per share
- 819,778(indirect: See Footnotes)
Common Stock, par value $0.01 per share
ESL INVESTMENTS INC
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share
2021-11-01−819,778→ 0 total(indirect: See Footnotes) - Other
Common Stock, par value $0.01 per share
2021-11-01−2,016,167→ 0 total(indirect: See Footnotes)
Holdings
- 819,778(indirect: See Footnotes)
Common Stock, par value $0.01 per share
- 17,117,343
Common Stock, par value $0.01 per share
Footnotes (10)
- [F1]Represents shares of common stock of Lands' End, Inc. (the "Issuer"), par value $0.01 per share ("Shares"), that were distributed by ESL Partners, L.P. ("Partners") on a pro rata basis to its partners (the "Partners Distribution"). As a result of the Partners Distribution, Partners will no longer be a reporting person.
- [F10]Mr. Lampert may be deemed to have beneficial ownership of securities owned by the Trusts.
- [F2]This statement is jointly filed by and on behalf of each of Edward S. Lampert, Partners, RBS Partners, L.P. ("RBS"), and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners and RBS are the direct beneficial owners of the securities covered by this statement.
- [F3]RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners. Mr. Lampert is a limited partner of, and may be deemed to beneficially own certain securities owned by, RBS. ESL is the general partner of, and may be deemed to beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL.
- [F4]The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities.
- [F5]The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
- [F6]Represents Shares directly beneficially owned by Partners.
- [F7]Represents Shares received by RBS from Partners as a result of the Partners Distribution. The acquisition of Shares by RBS in the Partners Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt the acquisition of Shares by RBS in the Partners Distribution from Section 16 of the Exchange Act.
- [F8]Represents Shares that were distributed by RBS on a pro rata basis to its limited partners, including Mr. Lampert (the "RBS Distribution"). As a result of both the Partners Distribution and the RBS Distribution, in addition to Partners, both RBS and ESL will no longer be reporting persons.
- [F9]Includes 519,430 Shares received by Mr. Lampert from Partners, 3,791 Shares received by The Nicholas Floyd Lampert 2015 Trust ("The Nicholas Trust") from Partners, and 3,791 Shares received by The Nina Rose Lampert 2015 Trust (the "The Nina Trust" and, together with The Nicholas Trust, the "Trusts") from Partners, which were all received as a result of the Partners Distribution, as well as 800,691 Shares received by Mr. Lampert from RBS as a result of the RBS Distribution. Each of these acquisitions of Shares in the Partners Distribution and the RBS Distribution constituted a change in the form of beneficial ownership without a change in pecuniary interest that is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 thereunder. Rule 16a-9(a) under the Exchange Act may also exempt each of the acquisitions of Shares in the Partners Distribution from Section 16 of the Exchange Act.
Issuer
LANDS' END, INC.
CIK 0000799288
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0000923727
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 8:00 PM ET
- Accepted
- Nov 3, 9:30 PM ET
- Size
- 26.0 KB