Sec Form 13D Filing - Coliseum Capital Management LLC filing for GILDAN ACTIVEWEAR COM SHS (GIL) - 2024-06-04

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Gildan Activewear Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

375916103

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Avenue

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 3, 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. ☐

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 (“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).

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”) on December 27, 2023 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D (the “Amendment No. 1”), relating to the common shares (the “Common Shares”) of Gildan Activewear Inc. (the “Issuer”). As used in this Amendment No. 2, the term “Reporting Persons” collectively refers to:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby supplemented as follows:

Since the filing of Amendment No. 1, the source and amount of funds used in purchasing shares of Common Shares by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D, as amended and supplemented by Amendment No. 1, is hereby amended and restated as follows:

As previously disclosed in the Original Schedule 13D, on December 17, 2023, CCM entered into a support agreement with the Issuer dated December 17, 2023 (the “Support Agreement”), a copy of which is attached as Exhibit 1 to the Original Schedule 13D, and on December 17, 2023 and pursuant to the Support Agreement, the Board of Directors of the Issuer appointed Mr. Shackelton to serve as director of the Issuer. As previously disclosed on Amendment No. 1, on April 22, 2024, Mr. Shackelton informed the Board of Directors of the Issuer that he would not stand for re-election at the Issuer’s 2024 annual meeting and would retire from the Board of Directors. On May 23, 2024, Mr. Shackleton resigned from the Board of Directors of the Issuer.

Pursuant to the Support Agreement and subject to certain exceptions set forth in the Support Agreement:

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 1 to the Original Schedule 13D.

The Reporting Persons acquired the Common Shares set forth in Item 5 for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business.

In pursuing its investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Shares at times, and in such manner (including pursuant to hedging transactions), as they deem advisable to benefit from changes in market prices of the Common Shares, changes in the Issuer’s operations, business strategy or prospects, or from a sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons’ modifying their ownership of the Common Shares, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Shares or dispose of all shares of Common Shares beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer.

Item 5(a)-(c) of the of the Original Schedule 13D, as amended and supplemented by Amendment No. 1, is hereby amended and restated as follows:

(a) – (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 168,589,957 Common Shares outstanding as of April 29, 2024, as reported in the Issuer’s Current Report on Form 6-K filed with the SEC on May 1, 2024.

(c) The Reporting Persons and the Separate Account effected the following transactions in the Common Shares on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Amendment No. 2, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. The Reporting Persons undertake to provide to the staff of SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within each range of prices set forth in the table below.

(d) Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein.

(e) Not applicable.

The information in Items 4 and 6 hereof is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is amended and restated as follows:

CCM is an investment adviser whose clients, including CCP, CCC III and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares. CC is the general partner of CCP and CCC III. Mr. Gray and Mr. Shackelton are the managers of CC and CCM.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto. A copy of such agreement is attached as Exhibit 2 to the Original 13D and is incorporated by reference herein.

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 4, 2024