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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KIRKLAND’S, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
497498105
(CUSIP Number)
John H. Lewis
Osmium Partners, LLC
5 Ross Ave,
San Anselmo, CA 94960
(415) 235-5089
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 6, 2024
(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. ☒
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*
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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.
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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 (the “Exchange Act”) or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 497498105
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1
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NAMES OF REPORTING PERSONS
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John H. Lewis
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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111,231
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8
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SHARED VOTING POWER
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1,155,289
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9
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SOLE DISPOSITIVE POWER
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111,231
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10
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SHARED DISPOSITIVE POWER
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1,155,289
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,266,520
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 497498105
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1
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NAMES OF REPORTING PERSONS
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Osmium Partners, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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1,155,289
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,155,289
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,155,289
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, OO
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CUSIP No. 497498105
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1
|
NAMES OF REPORTING PERSONS
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Osmium Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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701,556
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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701,556
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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701,556
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 497498105
|
1
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NAMES OF REPORTING PERSONS
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Osmium Capital II, LP
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
|
☐
|
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(b)
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☒
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Delaware |
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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|||
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||||
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8
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SHARED VOTING POWER
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40,821
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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40,821
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|||
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||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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40,821
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|||
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
|
||
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.3%
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| PN |
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CUSIP No. 497498105
|
1
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NAMES OF REPORTING PERSONS
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Osmium Spartan, LP
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
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(b)
|
☒
|
||||
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||||
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3
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SEC USE ONLY
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|||
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||||
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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|||
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||||
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
|
||||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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| 0 |
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|||
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||||
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8
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SHARED VOTING POWER
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204,490
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|||
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||||
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9
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SOLE DISPOSITIVE POWER
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||
| 0 |
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
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204,490
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|||
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||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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204,490
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|||
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||||
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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||||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
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1.6%
|
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
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PN
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|||
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||||
CUSIP No. 497498105
|
1
|
NAMES OF REPORTING PERSONS
|
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|
||
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Osmium Diamond, LP
|
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|||
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
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|
||||
|
3
|
SEC USE ONLY
|
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||
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|||
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||||
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4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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WC
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|||
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||||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
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||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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Delaware
|
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
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|
|
| 0 |
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|||
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||||
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8
|
SHARED VOTING POWER
|
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||
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208,422
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|||
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||||
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9
|
SOLE DISPOSITIVE POWER
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| 0 |
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|||
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||||
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10
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SHARED DISPOSITIVE POWER
|
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208,422
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|||
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||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
208,422
|
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|||
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
|
|
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||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
1.6%
|
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|||
|
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||||
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
|
PN
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|||
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||||
EXPLANATORY NOTE
This Amendment (this “Schedule 13D Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 24, 2024, which served as the fourth
amendment to the Schedule 13G filed with the SEC on August 24, 2020, as amended on January 18, 2022, April 28, 2022 and December 21, 2022. This Schedule 13D Amendment is being filed on behalf of John H. Lewis, the controlling member of Osmium
Partners, LLC, a Delaware limited liability company (“Osmium Partners”), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (“Fund I”), Osmium Capital II, LP, a Delaware limited partnership (“Fund II”),
Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), and Osmium Diamond, LP a Delaware limited partnership (“Fund IV” and together with Fund I, Fund II and Fund III, the “Funds”) (all of the foregoing, collectively, the “Reporting
Persons”). Mr. Lewis and Osmium Partners may be deemed to share with the Funds (and not with any third party) voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any
shares other than the shares owned directly by such Reporting Person.
Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule
13D.
| Item 4. |
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
On June 6, 2024, the Reporting Persons delivered a letter to the Issuer’s board of directors stating, among other things, that Osmium Partners has been approached by a strategic buyer expressing interest in a potential transaction with the
Issuer. The letter is attached as Exhibit 4 to this Schedule 13D Amendment and is incorporated by reference herein.
| Item 5. |
Interest in Securities of the Issuer.
|
(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D is incorporated herein by reference. The percentage ownership reflected in line 13 of the
cover pages is based on 13,038,978 shares of Common Stock outstanding on April 29, 2024, as disclosed in the Issuer’s definitive proxy statement for its annual meeting of shareholders, filed with the
Securities and Exchange Commission on May 10, 2024.
(c) None of the Reporting Persons have effected any transaction in Common Stock during the past sixty (60) days.
(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the
subject of this Schedule 13D.
(e) Not applicable.
| Item 7. |
Material to be Filed as Exhibits.
|
|
Letter from the Reporting Persons to the Issuer, dated June 6, 2024.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: June 6, 2024 | ||
|
John H. Lewis
|
||
|
Osmium Partners, LLC
|
||
|
Osmium Capital, LP
|
||
|
Osmium Capital II, LP
|
||
|
Osmium Spartan, LP
|
||
|
Osmium Diamond, LP
|
||
|
By:
|
/s/ John H. Lewis
|
|
|
John H. Lewis, for himself and as
|
||
|
Managing Member of Osmium
|
||
|
Partners, LLC, for itself and as
|
||
|
General Partner of Osmium
|
||
|
Capital, LP, Osmium Capital II,
|
||
|
LP, Osmium Spartan, LP, and
|
||
|
Osmium Diamond, LP
|
||