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13D Filing: Marcato Capital Management and Deckers Outdoor Corp (DECK)

Deckers Outdoor Corp (NYSE:DECK): Richard Mcguire’s Marcato Capital Management filed an amended 13D.

You can check out Marcato Capital Management’s latest holdings and filings here.

Please follow Marcato Capital Management (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Marcato Capital Management or update its stock holdings.

Richard Mcguire
Richard Mcguire
Marcato Capital Management

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
Marcato Capital Management 0 2,702,531 0 2,702,531 2,702,531 8.4%
Richard T. McGuire III 0 2,702,531 0 2,702,531 2,702,531 8.4%
Marcato International Master Fund Ltd 0 2,556,294 0 2,556,294 2,556,294 8.0%
MCM Encore IM 0 146,237 0 146,237 146,237 0.5%
Marcato Encore Master Fund, Ltd 0 146,237 0 146,237 146,237 0.5%
Richard Mcguire
Richard Mcguire
Marcato Capital Management

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

 

Deckers
Outdoor Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

243537107

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(415) 796-6350

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

Notices and Communications)

Copies to:

Richard M. Brand

Joshua
A. Apfelroth

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212)
504-6000

October 16, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
2
of 10
1  

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato Capital Management LP

2  

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐

(b)  ☒

3  

SEC USE ONLY

4  

SOURCE OF FUNDS

AF

5  

CHECK BOX 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

2,702,531

9  

SOLE DISPOSITIVE POWER

0

10  

SHARED DISPOSITIVE POWER

2,702,531

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,702,531

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

8.4%

14  

TYPE OF REPORTING PERSON

IA

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Page 3 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
3
of 10
1  

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Richard T. McGuire III

2  

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐

(b)  ☒

3  

SEC USE ONLY

4  

SOURCE OF FUNDS

AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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

0

8  

SHARED VOTING POWER

2,702,531

9  

SOLE DISPOSITIVE POWER

0

10  

SHARED DISPOSITIVE POWER

2,702,531

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,702,531

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

8.4%

14  

TYPE OF REPORTING PERSON

IN

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Page 4 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
4
of 10
1  

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato International Master Fund Ltd.

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 ITEMS 2(d) or 2(e)    ☐

6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Cayman
Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7  

SOLE VOTING POWER

0

8  

SHARED VOTING POWER

2,556,294

9  

SOLE DISPOSITIVE POWER

0

10  

SHARED DISPOSITIVE POWER

2,556,294

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,556,294

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

8.0%

14  

TYPE OF REPORTING PERSON

OO

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Page 5 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
5
of 10
1  

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

MCM Encore IM LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐

(b)  ☒

3  

SEC USE ONLY

4  

SOURCE OF FUNDS

AF

5  

CHECK BOX 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

146,237

9  

SOLE DISPOSITIVE POWER

0

10  

SHARED DISPOSITIVE POWER

146,237

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

146,237

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0.5%

14  

TYPE OF REPORTING PERSON

IA

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Page 6 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
6
of 10
1  

NAME OF
REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Marcato Encore Master Fund, Ltd.

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 ITEMS 2(d) or 2(e)    ☐

6  

CITIZENSHIP OR PLACE OF
ORGANIZATION

Cayman
Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7  

SOLE VOTING POWER

0

8  

SHARED VOTING POWER

146,237

9  

SOLE DISPOSITIVE POWER

0

10  

SHARED DISPOSITIVE POWER

146,237

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

146,237

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0.5%

14  

TYPE OF REPORTING PERSON

OO

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Page 7 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
7
of 10

This amendment No. 3 to Schedule 13D (this Amendment No. 3), amends and
supplements the Schedule 13D filed on February 8, 2017 (the Initial 13D and, as amended and supplemented through the date of this Amendment No. 3, collectively, the Schedule 13D) by the Reporting Persons, relating
to the common stock, par value $0.01 per share (the Shares), of Deckers Outdoor Corporation, a Delaware corporation (the Issuer). Capitalized terms not defined in this Amendment No. 3 shall have the meaning ascribed to
them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items
where such information is relevant.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is
hereby supplementally amended as follows:

The net investment costs (including commissions, if any) of the Shares and the options on
Shares directly owned by the Marcato Funds is approximately $153,872,016.97. The amounts paid were funded by the respective working capital of the Marcato Funds.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplementally amended
as follows:

On October 16, 2017, Marcato executed same-day settlement of the shares of common stock referenced in Exhibit H. Marcato
will be entitled to vote such shares at the 2017 Annual Meeting.

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Page 8 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
8
of 10
Item 5. Interest in Securities of the Issuer

Item 5 of the Initial 13D is hereby amended
and restated in its entirety to read as follows:

(a) As of the date hereof, (i) Marcato and Mr. McGuire may each be deemed to
be the beneficial owner of 2,702,531 Shares (the Marcato Shares), constituting approximately 8.4% of the outstanding Shares, (ii) Marcato International may be deemed to be the beneficial owner of 2,556,294 Shares, constituting
approximately 8.0% of the outstanding Shares and (iii) Marcato Encore LLC and Marcato Encore Fund may each be deemed to be the beneficial owner of 146,237 Shares, constituting approximately 0.5% of the outstanding Shares, each based upon a
total of 32,036,625 Shares outstanding as of September 15, 2017 (based on disclosure in the Issuers preliminary proxy statement on Schedule 14A filed with the SEC on October 6, 2017).

(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the
disposition) of 2,556,294 Shares. Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares. Marcato, as the investment manager of Marcato
International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the
Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the
shared power to dispose or direct the disposition) of 146,237 Shares and, therefore, Marcato may be deemed to be the beneficial owner of the such shares. By virtue of Mr. McGuires position as the managing partner of Marcato,
Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the
Marcato Shares.

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in
Exhibit H. Except as set forth in Exhibit H attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) The limited partners of (or investors in) Marcato International, or their respective subsidiaries or affiliated entities, for which
Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with
their respective limited partnership interests (or investment percentages) in their respective funds. The limited partners of (or investors in) Marcato Encore Fund, or their respective subsidiaries or affiliated entities, for which Marcato Encore
LLC or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their
respective limited partnership interests (or investment percentages) in their respective funds.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplementally amended as follows:

On October 16, 2017, Marcato International purchased American-style put options referencing an aggregate of 750,000 Shares, each with a
strike price of $80, which are exercisable through January 19, 2018.

Except for the arrangements described herein, to the best
knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any other person with
respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or
the giving or withholding of proxies.

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Page 9 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
9
of 10
Item 7. Material to be Filed as Exhibits

Exhibit A: Joint Filing Agreement*

Exhibit B: Schedule of Transactions in Shares*

Exhibit C:
Press Release, dated June 27, 2017*

Exhibit D: Schedule of Transactions in Shares*

Exhibit E: Notice, dated September 13, 2017*

Exhibit F:
Press Release, dated September 13, 2017*

Exhibit G: Form of Engagement and Indemnification Agreement*

Exhibit H: Schedule of Transactions in Shares

* Previously filed.

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Page 10 of 10 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page
10
of 10

After reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and correct.

Dated: October 18, 2017

Marcato Capital Management LP 
By: Marcato Holdings LLC, its General Partner
By: /s/ Richard T. McGuire III
Richard T. McGuire III, Authorized Person
MCM Encore IM LLC 

By: Marcato Capital Management LP,

its Sole Member

By: Marcato Holdings LLC, its General Partner
By: /s/ Richard T. McGuire III
Richard T. McGuire III, Authorized Person
/s/ Richard T. McGuire III 
Richard T. McGuire III
Marcato International Master Fund Ltd.
By: /s/ Richard T. McGuire III
Richard T. McGuire III, Director
Marcato Encore Master Fund, Ltd.
By: /s/ Richard T. McGuire III
Richard T. McGuire III, Director
This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the
beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
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