13D Filing: ESL Partners, L.P. and Lands’ End, Inc. (LE)

Lands’ End, Inc. (NASDAQ:LE): Edward Lampert’s ESL Investments filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ESL Partners 6,268,035 0 6,268,035 15,711,019 21,979,054 68.5%
SPE I Partners 0 0 0 0 0 0.0%
SPE Master I 0 0 0 0 0 0.0%
RBS Partners 6,268,035 0 6,268,035 15,711,019 21,979,054 68.5%
ESL Investments, Inc 6,268,035 0 6,268,035 15,711,019 21,979,054 68.5%
Edward S. Lampert 21,979,054 0 6,268,035 15,711,019 21,979,054 68.5%

Page 1 of 11 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

Lands
End, Inc.

(Name of Issuer)

Common Stock

(Title of
Class of Securities)

51509F105

(CUSIP Number)

Janice V.
Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 31, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons 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.

The information required on 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, as amended (the 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).

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Page 2 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

ESL Partners, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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

6,268,035

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

6,268,035

10.

Shared Dispositive Power

15,711,019

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

21,979,054

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

68.5% (1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer
with the Securities and Exchange Commission on September 1, 2017.

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Page 3 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

SPE I Partners, LP

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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

0

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

0

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

0

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

0.0%

14.

Type of Reporting Person (See
Instructions)

PN

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Page 4 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

SPE Master I, LP

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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

0

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

0

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

0

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

0.0%

14.

Type of Reporting Person (See
Instructions)

PN

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Page 5 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

RBS Partners, L.P.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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

6,268,035

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

6,268,035

10.

Shared Dispositive Power

15,711,019

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

21,979,054

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

68.5% (1)

14.

Type of Reporting Person (See
Instructions)

PN

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer
with the Securities and Exchange Commission on September 1, 2017.

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Page 6 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

ESL Investments, Inc.

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

OO

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 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

6,268,035

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

6,268,035

10.

Shared Dispositive Power

15,711,019

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

21,979,054

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

68.5% (1)

14.

Type of Reporting Person (See
Instructions)

CO

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer
with the Securities and Exchange Commission on September 1, 2017.

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Page 7 of 11 – SEC Filing


CUSIP No. 51509F105
  1.     

Names of
Reporting Persons.

Edward S. Lampert

  2.

Check the Appropriate Box if a Member
of a Group (See Instructions)

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

PF

  5.

Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐

  6.

Citizenship or Place of
Organization

United
States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7. 

Sole Voting Power

21,979,054

  8.

Shared Voting Power

0

  9.

Sole Dispositive Power

6,268,035

10.

Shared Dispositive Power

15,711,019

11.    

Aggregate Amount Beneficially Owned by Each Reporting Person

21,979,054

12.

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

13.

Percent of Class Represented by Amount
in Row (11)

68.5% (1)

14.

Type of Reporting Person (See
Instructions)

IN

(1) Based upon 32,095,021 shares of Common Stock outstanding as of August 31, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2017, that was filed by the Issuer
with the Securities and Exchange Commission on September 1, 2017.

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Page 8 of 11 – SEC Filing


This Amendment No. 19 to Schedule 13D (this Amendment) relates to shares
of common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the
Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), SPE I Partners, LP, a Delaware limited partnership (SPE I), SPE Master I, LP, a Delaware limited partnership
(SPE Master I), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a United States citizen, by furnishing the
information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended,
filed with the Securities and Exchange Commission.

The Reporting Persons are filing this Amendment to report (i) open market
purchases of shares of Common Stock by Mr. Lampert, (ii) a distribution of shares of Common Stock by SPE I on a pro rata basis to its partners, including to RBS, (iii) a distribution of shares of Common Stock by SPE
Master I on a pro rata basis to its partners, including to RBS, and (iv) that both SPE I and SPE Master I ceased to beneficially own any shares of Common Stock.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and
supplemented as follows:

In various open market purchases on October 31, 2017, and November 1, 2017, Mr. Lampert acquired
an aggregate of 234,699 shares of Common Stock for aggregate consideration of approximately $2,551,047 (excluding commissions) using personal funds.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its
entirety as follows:

(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of the time of filing November 2, 2017, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the
Issuer set forth in the table below.

REPORTING

PERSON

NUMBER OF
SHARES
BENEFICIALLY
OWNED
PERCENTAGE
OF
OUTSTANDING
SHARES
SOLE
VOTING
POWER
SHARED
VOTING
POWER
SOLE
DISPOSITIVE
POWER
SHARED
DISPOSITIVE
POWER

ESL Partners, L.P.

21,979,054  (1) 68.5 % 6,268,035 0 6,268,035 15,711,019  (1)

SPE I Partners, LP

0 0.0 % 0 0 0 0

SPE Master I, LP

0 0.0 % 0 0 0 0

RBS Partners, L.P.

21,979,054  (1)(2) 68.5 % 6,268,035  (2) 0 6,268,035  (2) 15,711,019  (1)

ESL Investments, Inc.

21,979,054  (1)(2) 68.5 % 6,268,035  (2) 0 6,268,035  (2) 15,711,019  (1)

Edward S. Lampert

21,979,054  (1)(2) 68.5 % 21,979,054  (1)(2) 0 6,268,035  (2) 15,711,019  (1)

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Page 9 of 11 – SEC Filing


(1) This number includes 15,711,019 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase
and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities beneficially
owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 6,268,035 shares of Common Stock held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners. ESL is the general
partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially
owned by, ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities
reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) As a
result of a pro rata distribution of shares of Common Stock by each of SPE I and SPE Master I, both SPE I and SPE Master I ceased to beneficially own any shares of Common Stock on September 29, 2017.

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Page 10 of 11 – SEC Filing


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: November 2, 2017

ESL PARTNERS, L.P.
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
SPE I PARTNERS, LP
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
SPE MASTER I, LP
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
RBS PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
ESL INVESTMENTS, INC.
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
EDWARD S. LAMPERT
By:

/s/ Edward S. Lampert

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Page 11 of 11 – SEC Filing


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS END, INC.

Entity

Date of
Transaction

Description

of Transaction

Shares
Acquired
Shares
Disposed
Price
Per Share

SPE I Partners, LP

09/29/2017 Pro Rata Distribution to Partners 45,156 $ 0

SPE Master I, LP

09/29/2017 Pro Rata Distribution to Partners 58,156 $ 0

RBS Partners, L.P.

09/29/2017 Acquisition from SPE I Partners, LP and SPE Master I, LP as a result of a Pro Rata Distribution 48,876 $ 0

RBS Partners, L.P.

09/29/2017 Pro Rata Distribution 48,876 $ 0

Edward S. Lampert

09/29/2017 Acquisition from RBS Partners, L.P. as a result of a Pro Rata Distribution 48,876 $ 0

Edward S. Lampert

10/31/2017 Open Market Purchases 149,844 $ 10.8104

Edward S. Lampert

11/01/2017 Open Market Purchases 84,855 $ 10.9737

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