Sec Form 13G Filing - Coliseum Capital Management, LLC @ Gildan Activewear Inc.

Sec Form 13G Filing - Coliseum Capital Management, LLC filing for Gildan Activewear Inc. (GIL) - 2023-05-15

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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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. )

Gildan Activewear Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

375916103

(CUSIP Number)

May 5, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons 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 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 (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. 375916103

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CUSIP NO. 375916103

Page 3 of 13 Pages

CUSIP NO. 375916103

Page 4 of 13 Pages

CUSIP NO. 375916103

Page 5 of 13 Pages

CUSIP NO. 375916103

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CUSIP NO. 375916103

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CUSIP NO. 375916103

Item 1.

(a)

Name of Issuer

Gildan Activewear Inc.

(b)

Address of Issuers Principal Executive Offices

600 de Maisonneuve Boulevard West

Montreal, Quebec, Canada H3A 3J2

Item 2.

(a)

Name of Person Filing

This Schedule 13G is being filed on behalf of Coliseum Capital Management, LLC (CCM), Coliseum Capital, LLC (CC), Coliseum Capital Partners, L.P. (CCP), Coliseum Capital Co-Invest III, L.P. (CCC III), Adam Gray (Gray) and Christopher Shackelton (Shackelton and together with CCM, CC, CCP, CCC IIII and Gray, the Reporting Persons).

(b)

Address of Principal Business office or, if None, Residence

The address of the principal business and office of the Reporting Persons is 105 Rowayton Avenue, Rowayton, CT 06853.

(c)

Citizenship

(i)

CCM is a Delaware limited liability company

(ii)

CC is a Delaware limited liability company

(iii)

CCP is a Delaware limited partnership

(iv)

CCC III is a Delaware limited partnership

(v)

Gray is a United States citizen

(vi)

Shackelton is a United States citizen

(d)

Title of Class of Securities

Common Shares

(e)

CUSIP No.

375916103

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CUSIP NO. 375916103

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. 78c).

(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 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	☐	Group in accordance with § 240.13d-1(b)(ii)(J).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 5 through 9 and Row 11 of the cover pages hereto is incorporated herein by reference.

The ownership percentage of each Reporting Person set forth in Row 11 of the cover pages hereto has been calculated based on an assumed total of 178,247,867 Common Shares issued and outstanding as of April 28, 2023, as reported in the Issuers Current Report on Form 6-K filed with the Securities and Exchange Commission on May 3, 2023.

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CUSIP NO. 375916103

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

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 or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

CCM is the investment adviser to CCP and CCC IIII, which are investment limited partnerships. CC is the General Partner of CCP and CCC III. Gray and Shackelton are the managers of CC and CCM.

The Reporting Persons may be deemed to be members of a group with respect to the Common Shares owned directly by CCP, CCC III and a separate account managed by CCM (the Separate Account). CCP is the direct owner of 6,520,000 Common Shares, CCC III is the direct owner of 1,045,363 Common Shares and the Separate Account is the direct owner of 1,599,643 Common Shares.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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: May 15, 2023


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.		COLISEUM CAPITAL CO-INVEST III, L.P.

By:	Coliseum Capital, LLC, General Partner	By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

CHRISTOPHER SHACKELTON		ADAM GRAY

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

EXHIBIT INDEX


Exhibit		Description

1.		Joint Filing Agreement

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Names of Reporting Persons

Coliseum Capital Management, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware