Sec Form 13D Filing - Dennis J. Wilson filing for Lululemon Athletica Inc. (LULU) - 2025-01-23

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:This Amendment is being filed for purposes of disclosing the entry into of prepaid variable share forward transactions and related agreements evidencing such transactions as described in this Amendment. The information contained in Item 6 of this Amendment with respect thereto is incorporated herein by reference.

Item 5(a) is amended and restated in its entirety as follows:Anamered may be deemed to beneficially own 4,755,218 shares of the Issuer's common stock, or 3.9%. LIPO may be deemed to beneficially own 3,401,596 shares of the Issuer's common stock, or 2.8%. Each of Wilson 5 and Wilson 5 Trustee may be deemed to beneficially own 922,500 shares of the Issuer's common stock, or 0.8%. Five Boys may be deemed to beneficially own 91,760 shars of the Issuer's common stock, or 0.1%. Mrs. Wilson may be deemed to beneficially own 1,191,484 shares of the Issuer's common stock, or 1.0%, being 268,984 shares held by Mrs. Wilson and 922,500 shares held by Wilson 5. Low Tide may be deemed to beneficially own 639,338 shares of the Issuer's common stock, or 0.5%. Mr. Wilson may be deemed to beneficially own 10,083,247 shares of the Issuer's common stock, or 8.3%, including the shares held by the other Reporting Persons. The foregoing is based on 116,667,564 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of November 29, 2024, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer's common stock disclosed by the Issuer as outstanding as of November 29, 2024.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:On January 21, 2025, LIPO transferred 350,000 shares of the Issuer's common stock to an entity wholly-owned by LIPO, with the wholly-owned entity then transferring 350,000 shares of the Issuer's common stock to Low Tide.On January 22, 2025, Low Tide sold 13,165 shares of the Issuer's common stock on the open market at $379.7396 per share.On January 23, 2025, Low Tide sold 25,789 shares of the Issuer's common stock on the open market at $387.7932 per share.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:On January 21, 2025, Low Tide entered into the Master Te rms and Conditions for Prepaid Variable Share Forward Transactions between Citibank, N.A., and Low Tide Properties Ltd. (the "Master Confirmation"), enabling the execution by Low Tide of prepaid variable share forward transactions with Citibank, N.A., with respect to shares of common stock of the Issuer ("Shares") owned by Low Tide, subject to the execution of supplemental confirmations and related pricing notices for each forward transaction, pursuant to the terms of the Master Confirmation. As of the date hereof, Low Tide owns 382,292 Shares.On January 21, 2025 (the "Trade Date"), Low Tide and Citibank, N.A. entered into two transactions (each, a "Transaction", and together, the "Transactions"), under the Master Confirmation, pursuant to which Low Tide agreed to sell to Citibank, N.A. an aggregate of 328,292 Shares. Subject to certain conditions, Low Tide can elect to instead settle the Transactions by cash payment, pursuant to the Master Confirmation, and thereby retain full ownership of the Shares pledged in connection therewith.Under the terms of the Master Confirmation, Low Tide may, at its election, subject to certain terms and conditions, receive prepayments from Citibank, N.A. with respect to some or all portions of each Transaction, equal to the present value as of the relevant funding date of the payment of the respective Floor Price (as defined below) at maturity of such Transaction. Each Transaction has one component (the "Component"). For each Transaction, Low Tide is obligated to deliver to Citibank, N.A. on the settlement date (the "Settlement Date") that is approximately 18 months after the Trade Date 164,146 Shares (the "Number of Shares") or, subject to certain conditions, an equivalent amount of cash. For each Transaction, if prepayment with respect to the Component has been paid to Low Tide by Citibank, N.A., Citibank, N.A. will pay to Low Tide an amount equal to the Number of Shares for the Component multiplied by (a) if the per-share volume weighted average price of the Shares on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be determined following a hedging period (the "Floor Price"), zero; (b) if the Settlement Price is between the Floor Price and a cap price that will be determined following a hedging period (the "Cap Price"), the Settlement Price minus the Floor Price; and (c) if the Settlement Price is greater than the Cap Price, the Cap Price minus the Floor Price. For each Transaction, if prepayment with respect to the Component has not been paid to Low Tide by Citibank, N.A., Citibank, N.A. will pay to Low Tide an amount equal to the Number of Shares for the Component multiplied by (a) if the Settlement Price is less than or equal to the Floor Price, the Floor Price; (b) if the Settlement Price is between the Floor Price and the Cap Price, the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Cap Price.In connection with each Transaction, Low Tide will pledge the Number of Shares to Citibank pursuant to the Master Confirmation to secure its obligations under each Transaction. Low Tide retains economic rights and voting rights to such Shares while they are subject to the pledge (so long as no event of default or similar event occurs under the Master Confirmation). The aggregate Number of Shares for both Transactions represents approximately 0.3 % of the outstanding Shares, based on 116,667,564 Shares disclosed by the Issuer as outstanding as of November 29, 2024, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which shares are exchangeable for an equal number of shares of the Issuer's common stock disclosed by the Issuer as outstanding as of November 29, 2024.Low Tide entered into the Transactions for purposes of providing financial flexibility in support of ongoing investments. Because the Master Confirmation entitles Low Tide to exercise its discretion to elect to settle the Transactions in cash, the Master Confirmation permits Low Tide to effectively retain ownership of the Shares subject to the Transactions, and, if the Transactions are ultimately settled in cash, to participate in all future stock price appreciation.The Master Confirmation described in this Item 6 of this Schedule 13D is attached hereto as Exhibit 10.1 of this Schedule 13D and is incorporated by reference into this Item 6.In connection with the transfer of shares to Low Tide disclosed in Item 5(c) of this amendment, the credit line of Low Tide with RBC Dominion Securities Inc., dated as of May 18, 2023 and as previously disclosed in the amendment to Schedule 13D filed May 19, 2023, was reinstated. A copy of the credit line agreement is attached hereto as Exhibit 99.1 of this Schedule 13D and is incorporated by reference into this Item 6.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:10.1 Master Terms and Conditions for Prepaid Variable Share Forward Transactions, dated as of January 21, 2025, by and between Low Tide Properties Ltd. and Citibank, N.A.Exhibit 99.1 WealthLine CreditLine Agreement, dated as of May 18, 2023, by and between Low Tide Properties Ltd. and RBC Dominion Securities Inc. (incorporated by reference to Exhibit 99.1 to the Schedule 13D/A filed with the SEC on May 19, 2023) https://www.sec.gov/Archives/edgar/data/1397187/000119312523148819/d450925dex991.htm