Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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| |
| SCHEDULE 13G | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Vista Outdoor Inc. | |
| (Name of Issuer) | |
|
Common stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
928377100 | |
| (CUSIP Number) | |
|
**November 27, 2024 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 9 Pages) | |
______________________________
* 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 the disclosures provided in a prior cover page.
**The reporting persons are again eligible to file on Schedule 13G and have elected to switch from Schedule 13D (which was originally filed on July 17, 2024) back to Schedule 13G (which was originally filed on February 14, 2020).
The information required in 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 (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).
| CUSIP No. 928377100 | 13G | Page 2 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS GATES CAPITAL MANAGEMENT, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER - 0 - | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER - 0 - | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 |
TYPE OF REPORTING PERSON IA, PN | |||
| CUSIP No. 928377100 | 13G | Page 3 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS GATES CAPITAL MANAGEMENT GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER - 0 - | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER - 0 - | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 928377100 | 13G | Page 4 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS GATES CAPITAL MANAGEMENT, INC. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER - 0 - | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER - 0 - | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 |
TYPE OF REPORTING PERSON CO, IA | |||
| CUSIP No. 928377100 | 13G | Page 5 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS JEFFREY L. GATES | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER - 0 - | ||
| 6 |
SHARED VOTING POWER - 0 - | |||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||
| 8 |
SHARED DISPOSITIVE POWER - 0 - | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% | |||
| 12 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 928377100 | 13G | Page 6 of 9 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Vista Outdoor Inc. (the “Issuer”). |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
| The Issuer’s principal executive offices are located at 1 Vista Way, Anoka, MN 55303. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: | ||
| (i) | Gates Capital Management, L.P., a Delaware limited partnership (“Gates Capital”), with respect to the shares of Common Stock held by certain funds to which Gates Capital serves as investment manager (the “Gates Capital Funds”); | |
| (ii) | Gates Capital Management GP, LLC, a Delaware limited liability company (the “General Partner”), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds; | |
| (iii) | Gates Capital Management, Inc., a Delaware corporation (the “Corporation”), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and | |
| (iv) | Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds. | |
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036. |
| Item 2(c). | CITIZENSHIP: |
| Gates Capital is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. The Corporation is a corporation organized under the laws of the State of Delaware. Mr. Gates is a United States citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common stock, par value $0.01 per share (the “Common Stock”). |
| Item 2(e). | CUSIP NUMBER: |
| 928377100 |
| CUSIP No. 928377100 | 13G | Page 7 of 9 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ý | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | x |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
| |
| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________________________ |
| Item 4. | OWNERSHIP: |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference. | |
| The percentages reported in this Schedule 13G are calculated based upon 58,427,548 shares of Common Stock reported to be outstanding as of November 4, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| If this statement is being filed to report the fact that as of the date hereof the Reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: x |
| CUSIP No. 928377100 | 13G | Page 8 of 9 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: |
| Not applicable. |
| Item 10. | CERTIFICATION: |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 928377100 | 13G | Page 9 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: December 2, 2024
| Gates Capital Management, L.P. | ||
| By: Gates Capital Management GP, LLC, its general partner | ||
| By: Gates Capital Management, Inc., its managing member | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| Gates Capital Management GP, LLC | ||
| By: Gates Capital Management, Inc., its managing member | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| Gates Capital Management, Inc. | ||
| By: | /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates | ||
| President | ||
| /s/ Jeffrey L. Gates | |
| Jeffrey L. Gates |