Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Genesco Inc.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

371532102

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

12121 Wilshire Blvd, Suite 1240

Los Angeles, California 90025

(424) 253-1773

 

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 3, 2021

(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.

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s 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 (“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).

1

NAME OF REPORTING PERSON

Legion Partners, L.P. I

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

864,697*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

864,697*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

864,697*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%

14

TYPE OF REPORTING PERSON

PN

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

1

NAME OF REPORTING PERSON

Legion Partners, L.P. II

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 ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

47,383

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

47,383

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,383

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

Legion Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

912,080*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

912,080*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

912,080*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

OO

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

 

1

NAME OF REPORTING PERSON

Legion Partners Asset Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

912,080*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

912,080*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

912,080*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

IA

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

 

1

NAME OF REPORTING PERSON

Legion Partners Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

912,180*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

912,180*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

912,180*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

OO

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

 

1

NAME OF REPORTING PERSON

Christopher S. Kiper

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

912,180*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

912,180*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

912,180*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

IN

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

 

1

NAME OF REPORTING PERSON

Raymond T. White

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

912,180*

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

912,180*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

912,180*

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.0%

14

TYPE OF REPORTING PERSON

IN

  

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 577,697 Shares owned directly by Legion Partners I is approximately $23,867,289, including brokerage commissions. The aggregate purchase price of the 287,000 Shares underlying certain call options owned directly by Legion Partners I is approximately $6,461,180, including brokerage commissions. The aggregate purchase price of the 47,383 Shares owned directly by Legion Partners II is approximately $2,031,423, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings is approximately $3,612, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 15,109,062 Shares outstanding as of August 27, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 9, 2021.

A.

Legion Partners I

(a)

As of the close of business on November 5, 2021, Legion Partners I beneficially owned 864,697 Shares, including 287,000 Shares underlying certain call options.

Percentage: 5.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 864,697 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 864,697

 

(c)

The transactions in the Shares by Legion Partners I since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

B.

Legion Partners II

(a)

As of the close of business on November 5, 2021, Legion Partners II beneficially owned 47,383 Shares.

Percentage: 0.3%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 47,383 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 47,383

 

(c)

The transactions in the Shares by Legion Partners II since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

C.

Legion Partners GP

(a)

Legion Partners GP, as the general partner of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 912,080 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 912,080

 

(c)

Legion Partners GP has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

D.

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 912,080 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 912,080

 

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

E.

Legion Partners Holdings

(a)

As of the close of business on November 5, 2021, Legion Partners Holdings directly owned 100 Shares. Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners GP, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 912,180 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 912,180

 

(c)

Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

F.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 864,697 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I, (ii) 47,383 Shares owned by Legion Partners II and (iii) 100 Shares owned by Legion Partners Holdings.

Percentage: 6.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 912,180 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 912,180

 

(c)

None of Messrs. Kiper and White has entered into any transactions in the Shares since the filing of Amendment No. 4. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 4 are set forth in Schedule A and are incorporated herein by reference.

Item 6.

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

Item 6 is hereby amended to add the following:

Legion Partners I has sold short in the over-the-counter market, additional American-style call options referencing an aggregate of 240,600 Shares, which have an exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

Legion Partners II has sold short in the over-the-counter market, additional American-style call options referencing an aggregate of 12,900 Shares, which have an exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

SIGNATURES

 

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

Dated: November 5, 2021

	Legion Partners, L.P. I
	By:	Legion Partners Asset Management, LLC Investment Advisor
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Director

 

 

	Legion Partners, L.P. II
	By:	Legion Partners Asset Management, LLC Investment Advisor
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Director

 

 

	Legion Partners, LLC
	By:	Legion Partners Holdings, LLC Managing Member
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Member

 

 

	Legion Partners Asset Management, LLC
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Director

 

 

	Legion Partners Holdings, LLC
	By:	/s/ Christopher S. Kiper
		Name:	Christopher S. Kiper
		Title:	Managing Member

 

 

	/s/ Christopher S. Kiper
	Christopher S. Kiper

  

 

	/s/ Raymond T. White
	Raymond T. White

 

SCHEDULE A

 

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 4 to the Schedule 13D

Nature of the Transaction

Amount of Securities Purchased/(Sold)

Price ($)

Date of Purchase/Sale

 

Legion partners, l.p. i

 

Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(50,800)	$9.0065	09/23/2021
Sale of Common Stock	(1,885)	$59.2442	10/06/2021
Sale of Common Stock	(7,139)	$61.1616	10/07/2021
Sale of Common Stock	(1,000)	$60.5000	10/08/2021
Sale of Common Stock	(3,476)	$60.5745	10/14/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(19,400)	$8.1000	11/01/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(170,400)	$8.6077	11/03/2021

 

Legion partners, l.p. ii

 

Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(2,700)	$9.0065	09/23/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(1,000)	$8.1000	11/01/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)1	(9,200)	$8.6077	11/03/2021

 

---

¹ Represents shares underlying American-style call options sold short in the over-the-counter market with an expiration date of March 18, 2022.