Page 5 of 7 SEC Filing This Amendment No. 1 (“Amendment No. 1”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September
9, 2013 (the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”),
of Chico’s FAS, Inc., a Florida corporation (the “Company”). Capitalized terms used herein and not otherwise defined
in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth
below. This Amendment No. 1 constitutes an “exit filing” with respect to the Reporting Persons.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Reporting Persons used approximately $83,382,000 (excluding brokerage
commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: (a) – (b)
The responses of the Reporting Persons to Rows (7) through (13)
of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially
own an aggregate of 5,758,397 shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each
of the Manager, Manager GP and Mr. Robbins, and which represent approximately 4.3% of the outstanding Common Stock. All percentages
set forth herein are based upon a total of 133,693,448 shares of Common Stock outstanding as of February 29, 2016, as reported
in the Company’s Annual Report on Form 10-K for the year ended January 30, 2016, filed with the Securities Exchange Commission
on March 8, 2016.
For purposes of disclosing the number of shares of Common Stock
beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as
that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially
and directly by the Reporting Persons. Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares
of Common Stock for all other purposes.
(c) Information concerning transactions in the Common Stock effected
by the Reporting Persons during the past sixty days is set forth in Schedule I hereto and is incorporated herein by reference.
(e) March 7, 2016.
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This Amendment No. 1 (“Amendment No. 1”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September
9, 2013 (the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”),
of Chico’s FAS, Inc., a Florida corporation (the “Company”). Capitalized terms used herein and not otherwise defined
in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 3 and 5 as set forth
below. This Amendment No. 1 constitutes an “exit filing” with respect to the Reporting Persons.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: | |
| The Reporting Persons used approximately $83,382,000 (excluding brokerage
| |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows: | |
| (a) – (b) The responses of the Reporting Persons to Rows (7) through (13) For purposes of disclosing the number of shares of Common Stock (c) Information concerning transactions in the Common Stock effected (e) March 7, 2016. | |
