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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 0 0 0 0 0%
Richard T. McGuire III 0 0 0 0 0 0%
Marcato International Master Fund Ltd 0 0 0 0 0 0%
MCM Encore IM 0 0 0 0 0 0%
Marcato Encore Master Fund, Ltd 0 0 0 0 0 0%
Richard Mcguire
Richard Mcguire
Marcato Capital Management

Page 1 of 9 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)*

 

 

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

March 7, 2018

(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 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 2 of 9
  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

0

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IA

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Page 3 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 3 of 9
  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

0

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IN

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Page 4 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 4 of 9
  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

0

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

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Page 5 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 5 of 9
  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

0

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

IA

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Page 6 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 6 of 9
  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

0

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

12

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

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

0%

14

TYPE OF REPORTING PERSON

OO

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Page 7 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 7 of 9

This amendment No. 8 to Schedule 13D (this Amendment No. 8), 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. 8, 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. 8 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 4. Purpose of Transaction

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

On March 8, 2018, Marcato International delivered 750,000 Shares to cover a previously reported short position with respect to such number of
Shares.

On March 8, 2018, Marcato Encore Fund delivered 146,237 Shares to cover a previously reported short position with respect to such
number of Shares.

Item 5. Interest in Securities of the Issuer

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

(a) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.

(b) As of the date hereof, the Reporting Persons no longer beneficially own any securities of the Issuer.

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Item 4 of this
Amendment No. 8, Exhibit M and Exhibit N, which are incorporated herein by reference. Except as set forth in Item 4 of this Amendment No. 8, Exhibit M and Exhibit N, there have been no other transactions by the Reporting Persons in
the securities of the Issuer in the past sixty days.

(d) Not applicable

(e) As a result of the transactions described herein, on March 7, 2018 each of the Reporting Persons ceased to be a beneficial owner of
more than five percent of the Shares. The filing of this Amendment No. 8 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

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:

The information set forth in Item 4 is incorporated herein by reference.

As previously disclosed in the Schedule 13D, certain of the Reporting Persons had entered into cash-settled total return swaps with respect to
the Shares. Since the date of Amendment No. 7, Marcato International entered into swaps referencing an additional 300,000 Shares under identical terms as those described in Amendment No. 7. As of the date hereof, the Reporting Persons have disposed
of all cash-settled total return swaps and are no longer a party to any swap arrangements with respect to the Shares.

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 8 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 8 of 9

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*

Exhibit I:
Complaint, filed in the Court of Chancery of the State of Delaware, dated October 23, 2017*

Exhibit J: Update and Supplement to the Notice, dated
October 31, 2017*

Exhibit K: Schedule of Transactions in Shares*

Exhibit L: Second Update and Supplement to the Notice, dated December 4, 2017*

Exhibit M: Schedule of Transactions in Shares*

Exhibit N:
Schedule of Transactions in Shares

* Previously filed.

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Page 9 of 9 – SEC Filing


CUSIP No. 243537107 SCHEDULE 13D Page 9 of 9

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: March 9, 2018

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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