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 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
| Winnebago Industries, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.50 per share |
| (Title of Class of Securities) |
| 974637100 |
| (CUSIP Number) |
|
Francis Chow 444 W. New England Avenue, Suite 117 Winter Park, FL 32789 (407) 367-4347 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| April 21, 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 [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
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).
(Continued on following pages)
| CUSIP No. 974637100 | 13D | Page 1 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
Punch Card Capital, LP |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
|
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
WC |
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,841,387 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,841,387 | |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,387 |
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
|
| 14. | TYPE OF REPORTING PERSON
PN |
| CUSIP No. 974637100 | 13D | Page 2 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
Punch Card Capital, LLC |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
|
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
AF |
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,841,387 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,841,387 | |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,387 |
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
|
| 14. | TYPE OF REPORTING PERSON
OO |
| CUSIP No. 974637100 | 13D | Page 3 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
Punch Card Management, LP |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
|
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
AF |
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,841,387 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,841,387 | |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,387 |
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
|
| 14. | TYPE OF REPORTING PERSON
IA |
| CUSIP No. 974637100 | 13D | Page 4 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
Punch Card GP, LLC |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
|
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
AF |
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware, United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,841,387 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,841,387 | |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,387 |
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
|
| 14. | TYPE OF REPORTING PERSON
OO |
| CUSIP No. 974637100 | 13D | Page 5 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS
Norbert H. Lou |
|
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
|
| 3. | SEC USE ONLY
|
|
| 4. | SOURCE OF FUNDS
AF |
|
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER
1,841,387 |
| 8. | SHARED VOTING POWER
0 | |
| 9. | SOLE DISPOSITIVE POWER
1,841,387 | |
| 10. |
SHARED DISPOSITIVE POWER
0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,841,387 |
|
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
|
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5% |
|
| 14. | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 974637100 | 13D | Page 6 of 8 Pages |
This Amendment No. 1 to Schedule 13D amends and supplements the previously reported information set forth in the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “Commission”) on March 24, 2020, as amended (the “13D”) with respect to the shares of the Common Stock, par value $0.50 per share (the “Shares”) of Winnebago Industries, Inc. (the “Issuer”). This Amendment No. 1 is being filed pursuant to the Reporting Persons’ sale of Shares on April 21, 2020. However, the number of Shares beneficially owned by the Reporting Persons are reported as of the date of this filing. Capitalized terms used but not defined herein shall have the meanings assigned to them in the 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (c) are hereby amended and restated as follows:
(a) As of the date of this statement, the Fund beneficially owns 1,841,387 Shares, representing approximately 5.5% of the 33,696,855 outstanding Shares as of March 18, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on March 25, 2020. The Fund GP, Adviser, Adviser GP and Mr. Lou, by virtue of the relationships set forth under Item 2 of this statement, may be deemed to indirectly beneficially own the Shares beneficially owned by the Fund.
(c) The transactions in the following table were effected by the Reporting Persons since March 24, 2020, which was the day the Schedule 13D was filed with the Commission:
| Transactions in the Shares Since March 24, 2020* | ||||||||||||||
| Reporting Person | Trade Date | Shares | Price | Net Amount | ||||||||||
| Punch Card Capital, L.P. | 4/9/2020 | 140,246 | 37.8878 | $ | 5,313,214.47 | |||||||||
| Punch Card Capital, L.P. | 4/14/2020 | 6,369 | 35.1228 | $ | 223,679.42 | |||||||||
| Punch Card Capital, L.P. | 4/17/2020 | 160,004 | 36.0912 | $ | 5,774,288.72 | |||||||||
| Punch Card Capital, L.P. | 4/20/2020 | 4,066 | 35.3984 | $ | 143,918.57 | |||||||||
| Punch Card Capital, L.P. | 4/21/2020 | 70,231 | 35.8452 | $ | 2,517,248.14 | |||||||||
| Punch Card Capital, L.P. | 4/22/2020 | 10,099 | 36.3754 | $ | 367,326.84 | |||||||||
| Punch Card Capital, L.P. | 4/23/2020 | 153,338 | 36.5828 | $ | 5,609,533.39 | ** | ||||||||
| * | All sales were effected on the New York Stock Exchange. Furthermore, for each sale, the executing broker was Morgan Stanley and the clearing broker was Pershing. |
| ** | Gross amount. |
| CUSIP No. 974637100 | 13D | Page 7 of 8 Pages |
SIGNATURE
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.
| By: | /s/ Norbert H. Lou | ||
|
Norbert Lou, individually, and as manager of Punch Card Capital, LLC, the general partner of Punch Card Capital, L.P., and as manager of Punch Card GP, LLC, the general partner of Punch Card Management, L.P. |
|||
| Date: | April 24, 2020 |
| CUSIP No. 974637100 | 13D | Page 8 of 8 Pages |