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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(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. 2)*
lululemon athletica inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
550021109
(CUSIP Number)
Andrea Migliorelli
Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110
(617) 248-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 8, 2020
(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. ☐
CUSIP No. 550021109 | 13D | Page 2 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Dennis J. Wilson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
3,852 | ||||
8 | SHARED VOTING POWER
10,951,373 | |||||
9 | SOLE DISPOSITIVE POWER
3,852 | |||||
10 | SHARED DISPOSITIVE POWER
10,951,373 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,955,225 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 3 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Anamered Investments Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
4,854,768 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,854,768
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,854,768 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7 %(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 4 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
LIPO Investments (USA), Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
4,825,861 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
4,825,861 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,825,861 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 5 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Wilson 5 Foundation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
910,000 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
910,000 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 6 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Wilson 5 Foundation Management Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Columbia, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
910,000 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
910,000 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
910,000 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 7 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Five Boys Investments ULC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
91,760 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
91,760 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,760 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
CUSIP No. 550021109 | 13D | Page 8 of 13 Pages |
1 | NAMES OF REPORTING PERSONS
Shannon Wilson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,178,984 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,178,984 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,178,984 | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%(1) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
(1) | Based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding on September 1, 2020, and 5,392,512 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding on September 1, 2020. |
This Schedule 13D/A is being filed because Mr. Wilson has caused Anamered Investments Inc. to gift shares previously owned by Anamered Investments Inc. to Wilson 5 Foundation, a private charitable foundation controlled by Mr. Wilson and the trustee of which is Wilson 5 Foundation Management Ltd., an entity controlled by Mr. Wilson. See Item 3 below.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is amended by the addition of the following:
On October 1, 2020, Anamered submitted an irrevocable retraction request with respect to 177,000 exchangeable shares of Lulu Canadian Holding, Inc. to cause an equal number of shares of the Issuer to be issued to Anamered. On October 8, 2020, Anamered gifted 177,000 shares of the Issuer to Wilson 5, a private charitable foundation controlled by Mr. Wilson.
Item 5. | Interest in Securities of the Issuer. |
(a) Anamered may be deemed to beneficially own 4,854,768 shares of the Issuers common stock, or 3.7%; LIPO may be deemed to beneficially own 4,825,861 shares of the Issuers common stock, or 3.7%; each of Wilson 5 and Wilson 5 Trustee may be deemed to beneficially own 910,000 shares of the Issuers common stock, or 0.7%; Five Boys may be deemed to beneficially own 91,760 shares of the Issuers common stock, or 0.1%; Mrs. Wilson may be deemed to beneficially own 1,178,984 shares of the Issuers common stock, or 0.9%, being 268,984 shares held by Mrs. Wilson and 910,000 shares held by Wilson 5; and Mr. Wilson may be deemed to beneficially own 10,955,225 shares of the Issuers common stock, or 8.4%, including the shares held by the other Reporting Persons. The foregoing is based on 124,920,793 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of September 1, 2020 and 5,392,512 exchangeable shares of Lulu Canadian Holding, Ind., which exchangeable shares are exchangeable for an equal number of shares of the Issuers common stock, disclosed by the Issuer as outstanding as of September 1, 2020.
(b) | With respect to Mr. Wilson: |
Sole power to vote: 3,852
Shared power to vote: 10,951,373
Sole power to dispose: 3,852
Shared power to dispose: 10,951,373
With respect to the shares for which Mr. Wilson has shared voting or dispositive power, (i) 4,854,861 shares are held by Anamered; (ii) 4,825,861 shares are held by LIPO; (iii) 910,000 shares are held by Wilson 5; (iv) 91,760 shares are held by Five Boys; and (v) 268,984 shares are held by Mrs. Wilson.
With respect to Anamered:
Sole power to vote: 0
Shared power to vote: 4,854,768
Sole power to dispose: 0
Shared power to dispose: 4,854,768
Mr. Wilson has shared voting and dispositive power with respect to the shares held by Anamered.
With respect to LIPO:
Sole power to vote: 0
Shared power to vote: 4,825,861
Sole power to dispose: 0
Shared power to dispose: 4,825,861
Mr. Wilson has shared voting and dispositive power with respect to the shares held by LIPO.
With respect to Wilson 5:
Sole power to vote: 0
Shared power to vote: 910,000
Sole power to dispose: 0
Shared power to dispose: 910,000
Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5.
With respect to Wilson 5 Trustee:
Sole power to vote: 0
Shared power to vote: 910,000
Sole power to dispose: 0
Shared power to dispose: 910,000
Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5 Trustee.
With respect to Five Boys:
Sole power to vote: 0
Shared power to vote: 91,760
Sole power to dispose: 0
Shared power to dispose: 91,760
Mr. Wilson has shared voting and dispositive power with respect to the shares held by Five Boys.
With respect to Mrs. Wilson:
Sole power to vote: 0
Shared power to vote: 1,178,984
Sole power to dispose: 0
Shared power to dispose: 1,178,984
Mr. Wilson has shared voting and dispositive power with respect to the shares held by Mrs. Wilson.
(c) On October 1, 2020, Anamered submitted an irrevocable retraction request with respect to 177,000 exchangeable shares of Lulu Canadian Holding, Inc. to cause an equal number of shares of the Issuer to be issued to Anamered. On October 8, 2020, Anamered gifted 177,000 shares of the Issuer to Wilson 5, a private charitable foundation controlled by Mr. Wilson.
(d) Not applicable.
(e) Neither LIPO, Wilson 5, Wilson 5 Trustee, Five Boys nor Mrs. Wilson is the beneficial owner of more than five percent of the Issuers securities, but are included as Reporting Persons in this Schedule 13D to the extent such persons, together with the other Reporting Persons, constitute a group.
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.
October 9, 2020
/s/ Dennis J. Wilson | ||
Dennis J. Wilson, Individually | ||
ANAMERED INVESTMENTS INC. | ||
By: | /s/ Dennis J. Wilson | |
Name: | Dennis J. Wilson | |
Title: | Director | |
LIPO INVESTMENTS (USA) INC. | ||
By: | /s/ Dennis J. Wilson | |
Name: | Dennis J. Wilson | |
Title: | Director | |
WILSON 5 FOUNDATION | ||
By: | Wilson 5 Foundation Management Ltd. | |
Title: | Corporate Trustee | |
By: | /s/ Dennis J. Wilson | |
Name: | Dennis J. Wilson | |
Title: | Director of Corporate Trustee | |
WILSON 5 FOUNDATION MANAGEMENT LTD. | ||
By: | /s/ Dennis J. Wilson | |
Name: | Dennis J. Wilson | |
Title: | Director | |
FIVE BOYS INVESTMENTS ULC | ||
By: | /s/ Dennis J. Wilson | |
Name: | Dennis J. Wilson | |
Title: | Director |
/s/ Shannon Wilson |
Shannon Wilson, Individually |