Sec Form 13D Filing - Macellum Advisors GP LLC filing for BIG LOTS INC. (BIGGQ) - 2020-03-06

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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(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.  )1

Big Lots, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

089302103

(CUSIP Number)

JONATHAN DUSKIN

MACELLUM CAPITAL MANAGEMENT, LLC

99 Hudson Street, 5th Floor

New York, New York 10013

(212) 956-3008

FREDERICK DiSANTO

c/o Ancora Advisors, llc

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

 

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 2, 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.

 

1              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).

 

CUSIP No. 089302103

  1   NAME OF REPORTING PERSON  
         
        Macellum Opportunity Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,103,112*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,103,112*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,103,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 250,000 Shares underlying long call options currently exercisable

  

2

CUSIP No. 089302103

  1   NAME OF REPORTING PERSON  
         
        Macellum Management, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,103,112*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,103,112*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,103,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 250,000 Shares underlying long call options currently exercisable

  

3

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Macellum Advisors GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,103,112*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,103,112*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,103,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* Includes 250,000 Shares underlying long call options currently exercisable

  

4

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Jonathan Duskin  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         1,103,112*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,103,112*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,103,112*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Includes 250,000 Shares underlying long call options currently exercisable

  

5

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Merlin Institutional LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         924,914*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          924,914*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        924,914*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.4%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 221,600 Shares underlying long call options currently exercisable

  

6

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Merlin, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         91,754*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          91,754*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        91,754*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 22,000 Shares underlying long call options currently exercisable

  

7

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Catalyst Institutional, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         815,511*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          815,511*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        815,511*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 177,600 Shares underlying long call options currently exercisable

  

8

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Catalyst, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         61,268*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          61,268*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        61,268*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 12,800 Shares underlying long call options currently exercisable

  

9

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Catalyst SPV I LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         712,156*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          712,156*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        712,156*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

* Includes 162,400 Shares underlying long call options currently exercisable

  

10

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Catalyst SPV I SPC Ltd  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
    ;      
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         606,740*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          606,740*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        606,740*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        1.6%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

* Includes 153,600 Shares underlying long call options currently exercisable

  

11

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Ancora Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Nevada  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,212,343*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,212,343*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,212,343*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.2%  
  14   TYPE OF REPORTING PERSON  
         
        IA, OO  

* Includes 750,000 Shares underlying long call options currently exercisable

  

12

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Frederick DiSanto  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         3,212,343*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          3,212,343*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,212,343*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.2%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

* Includes 750,000 Shares underlying long call options currently exercisable

  

13

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Theresa R. Backes  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

14

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Suzanne Biszantz  
  2   CHECK THE APPROPRIATE BOX IF A MEM BER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

15

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Andrew C. Clarke  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

16

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Lynne Coté  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

17

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Steven S. Fishman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

18

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Aaron Goldstein  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

19

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Jeremy I. Liebowitz  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

20

CUSIP No. 089302103

 

  1   NAME OF REPORTING PERSON  
         
        Cynthia S. Murray  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
         
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        0%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

21

CUSIP No. 089302103

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Stock, $0.01 par value (the “Shares”), of Big Lots, Inc., an Ohio corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4900 E. Dublin-Granville Road, Columbus, Ohio 43081.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Macellum Opportunity Fund LP, a Delaware limited partnership (“Macellum Opportunity”);
(ii)Macellum Management, LP, a Delaware limited partnership (“Macellum Management”), which serves as the investment manager of Macellum Opportunity;
(iii)Macellum Advisors GP, LLC, a Delaware limited liability company (“Macellum GP”), which serves as the general partner of Macellum Opportunity;
(iv)Jonathan Duskin, who serves as the sole member of Macellum GP and as a nominee for the Board of Directors of the Issuer (the “Board”) (collectively, with Macellum Opportunity, Macellum Management, Macellum GP, the “Macellum Group”);
(v)Ancora Merlin Institutional LP, a Delaware limited partnership (“Ancora Merlin Institutional”);
(vi)Ancora Merlin, LP, a Delaware limited partnership (“Ancora Merlin”);
(vii)Ancora Catalyst Institutional, LP, a Delaware limited partnership (“Ancora Catalyst Institutional”);
(viii)Ancora Catalyst, LP, a Delaware limited partnership (“Ancora Catalyst”);
(ix)Ancora Catalyst SPV I LP, a Delaware limited partnership (“Ancora SPV I”);
(x)Ancora Catalyst SPV I SPC Ltd, a Cayman Islands segregated portfolio company (“Ancora SPV I Ltd”);
22

CUSIP No. 089302103

(xi)

Anco ra Advisors, LLC, a Nevada limited liability company (“Ancora Advisors”), which serves as the investment advisor to each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd;

(xii)Frederick DiSanto, who serves as the Chairman and Chief Executive Officer of Ancora Advisors (collectively, with Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd, the “Ancora Funds”);
(xiii)Theresa R. Backes, as a nominee for the Board;
(xiv)Suzanne Biszantz, as a nominee for the Board;
(xv)Andrew C. Clarke, as a nominee for the Board;
(xvi)Lynne Coté, as a nominee for the Board;
(xvii)Steven S. Fishman, as a nominee for the Board;
(xviii)Aaron Goldstein, as a nominee for the Board;
(xix)Jeremy I. Liebowitz, as a nominee for the Board; and
(xx)Cynthia S. Murray, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Macellum Opportunity, Macellum Management, Macellum GP, and Messrs. Duskin and Goldstein is 99 Hudson Street, 5th Floor, New York, New York 10013. The address of the principal office of each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I, Ancora SPV I Ltd, Ancora Advisors and Mr. DiSanto is 6060 Parkland Boulevard, Suite 200, Cleveland, Ohio 44124. The principal business address of Ms. Backes is 1518 E. Verde Blvd., San Tan Valley, Arizona 85140. The principal business address of Ms. Biszantz is c/o Centric Brands Inc., 1500 N. El Centro, Los Angeles, California 90028. The principal business address of Mr. Clarke is 57 Groveland Terrace, Minneapolis, Minnesota 55403. The principal business address of Ms. Coté is 40 Myles Standish Blvd., Taunton, Massachusetts 02780. The principal business address of Mr. Fishman is 2618 Bulrush Lane, Naples, Florida 34105. The principal business address of Mr. Liebowitz is 138 W. 17th Street, #10, New York, New York 10011. The principal business address of Ms. Murray is 9959 Brassie Road, Naples, Florida 34108.

23

CUSIP No. 089302103

(c)       The principal business of Macellum Opportunity is investing in securities. The principal business of Macellum Management is serving as the investment manager for Macellum Opportunity.  The principal business of Macellum GP is serving as the general partner of Macellum Opportunity and Macellum Management.  The principal occupation of Mr. Duskin is serving as Chief Executive Officer of Macellum Capital Management, LLC. The principal business of each of the Ancora Funds is investing in securities.  The principal business of Ancora Advisors is serving as a registered investment advisor to certain of its affiliates, including each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd. The principal occupation of Mr. DiSanto is serving as the Chairman and Chief Executive Officer of Ancora Advisors. The principal occupation of Ms. Backes is as a private investor. The principal occupation of Ms. Biszantz is serving as the Global President and Chief Executive officer at Joe’s Jeans, BCBG and Herve Leger, divisions of Centric Brands Inc. The principal occupation of Mr. Clarke is serving on the board of directors of Element Fleet Management Corp. The principal occupation of Ms. Coté is serving as the President and Chief Executive Officer at Princess House. The principal occupation of Mr. Fishman is serving as President of SSF Resources, Inc. The principal occupation of Mr. Goldstein is serving as a Partner and Portfolio Manager at Macellum Capital Management, LLC. The principal occupation of Mr. Liebowitz is serving as a Founder of Alchemy-Rx. The principal occupation of Ms. Murray is serving as the Founder and Chief Executive Officer of Stanmore Partners.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Messrs. Clarke, Duskin, Fishman, Goldstein and Liebowitz and Mses. Backes, Biszantz, Coté and Murray are citizens of the United States of America.

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

The securities of the Issuer purchased by each of Macellum Opportunity, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.

The aggregate purchase price of the 853,112 Shares owned directly by Macellum Opportunity is approximately $17,703,961, including brokerage commissions. The aggregate purchase price of the call options referencing 250,000 Shares owned directly by Macellum Opportunity is approximately $333,700, excluding brokerage commissions.

24

CUSIP No. 089302103

The aggregate purchase price of the 703,314 Shares owned directly by Ancora Merlin Institutional is approximately $13,959,649, including brokerage commissions. The aggregate purchase price of the call options referencing 221,600 Shares owned directly by Ancora Merlin Institutional is approximately $298,650, excluding brokerage commissions. The aggregate purchase price of the 69,754 Shares owned directly by Ancora Merlin is approximately $1,380,661, including brokerage commissions. The aggregate purchase price of the call options referencing 22,000 Shares owned directly by Ancora Merlin is approximately $29,652, excluding brokerage commissions. The aggregate purchase price of the 637,911 Shares owned directly by Ancora Catalyst Institutional is approximately $12,332,248, including brokerage commissions. The aggregate purchase price of the call options referencing 177,600 Shares owned directly by Ancora Catalyst Institutional is approximately $240,612, excluding brokerage commissions. The aggregate purchase price of the 48,468 Shares owned directly by Ancora Catalyst is approximately $927,314, including brokerage commissions. The aggregate purchase price of the call options referencing 12,800 Shares owned directly by Ancora Catalyst is approximately $17,341, excluding brokerage commissions. The aggregate purchase price of the 549,756 Shares owned directly by Ancora SPV I is approximately $10,761,407, including brokerage commissions. The aggregate purchase price of the call options referencing 162,400 Shares owned directly by Ancora SPV I is approximately $220,020, excluding brokerage commissions. The aggregate purchase price of the 453,140 Shares owned directly by Ancora SPV I Ltd is approximately $9,666,514, including brokerage commissions. The aggregate purchase price of the call options referencing 153,600 Shares owned directly by Ancora SPV I Ltd is approximately $208,097, excluding brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the securities of the Issuer based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On March 6, 2020, the Reporting Persons issued a press release, which included an open letter to the shareholders (the “Letter”), expressing their concerns with the Issuer’s poor stock price and operating performance, capital allocation strategy and rejection of at least one credible offer to monetize the Issuer’s real estate assets through a sale leaseback transaction, which could be worth over $1 billion to shareholders.  The Reporting Persons also announced the nomination of nine highly-qualified independent candidates for election to the Board at the Issuer’s 2020 annual meeting of shareholders (the “Annual Meeting”). The full text of the press release and Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

25

CUSIP No. 089302103

On February 28, 2020, Macellum Opportunity delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of nine highly-qualified candidates, Theresa R. Backes, Suzanne Biszantz, Andrew C. Clarke, Lynne Coté, Jonathan Duskin, Steven S. Fishman, Aaron Goldstein, Jeremy I. Liebowitz and Cynthia S. Murray (collectively, the “Nominees”), for election to the Board at the Annual Meeting. The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets necessary to serve as directors of the Issuer, as evidenced by their biographies below. The Reporting Persons hope to continue to engage in constructive dialogue with the Issuer’s management team and Board regarding opportunities to unlock value at the Issuer, including changes to Board composition.

Theresa R. Backes, age 62, is currently a private investor after having most recently served as the Chief Operating Officer and Managing Director of IPP (Independent Pet Partners), LLC, which operates nearly 250 independent Premium and Natural Pet Wellness Centers across the United States, from August 2017 to August 2019. From November 2015 until August 2017, Ms. Backes served as Chief Operating Officer of Kriser’s Natural Pet, a retailer of natural pet food. From January 2014 to November 2015, Ms. Backes served as a consultant to several start-ups on a pro bono basis. From October 2007 until January 2014, Ms. Backes worked at Francesca’s Holdings Corporation, a U.S. women’s specialty value retailer, initially serving as Chief Operating Officer and later becoming President and Chief Operating Officer in January 2013. From 2004 until 2007, Ms. Backes served as the Vice President, Operations and Services at David’s Bridal. She also served in senior operations positions at Gap, Inc. (Sr. Director Operations – Banana Republic) and Gymboree (SVP Stores and Operations) for Gymboree Retail and Play Centers. Ms. Backes holds a BFA in Design from Arizona State University.

Suzanne Biszantz, age 49, has served as the Global President and Chief Executive officer at Joe’s Jeans, BCBG and Herve Leger, divisions of Centric Brands Inc. (NASDAQ: CTRC), a leading lifestyle brands collective, since December 2015. Previously, Ms. Biszantz served as Chief Executive Officer at La Perla North America, an upscale boutique designing high-fashion lingerie, loungewear, and sleepwear, from May 2008 to November 2015. Prior to that, Ms. Biszantz served in multiple roles for the Greg Norman Collection, a leading worldwide marketer of golf-inspired sportswear and a former division of Adidas/Reebok, including as the President and Chief Executive Officer from November 2001 to February 2008 and the General Manager, Vice President Sales, Merchandising and Planning from June 2001 to November 2001. From 1998 to 2001, she worked in a few roles of varying responsibility at Ashworth, Inc., a golf apparel and sportswear company, including as Vice President of Sales, Men’s and Women’s Sportswear. Before that, Ms. Biszantz worked in management positions within sales divisions at Eastern Pacific Apparel and Cobra Golf/Como Sport. Ms. Biszantz holds a B.A. in Media Arts from the University of Arizona, including minors in Communications and Political Science.

26

CUSIP No. 089302103

Andrew C. Clarke, age 49, has served on the board of directors of Element Fleet Management Corp (TSX: EFN), a fleet management services company, since June 2018. Mr. Clarke served as Chief Financial Officer of C.H. Robinson, Inc. (NASDAQ: CHRW), one of the world’s largest third party logistics and supply chain management providers, from June 2015 to March 2019. Previously, Mr. Clarke served as Chief Executive Officer and President at Panther Expedited Services, Inc. (“Panther Expedited”) (n/k/a Panther Premium Logistics), a wholly owned subsidiary of ArcBest Corporation (NASDAQ: ARCB), a logistics provider with expertise in ground expedite, air freight, international air and ocean freight and air charter, from July 2006 to February 2013. Prior to that, Mr. Clarke served as Chief Financial Officer, Senior Vice President and Treasurer at Forward Air Corporation (“Forward Air”) (NASDAQ: FWRD), a leading provider of ground transportation and related logistics services to the North American air freight and expedited LTL market, from 2001 to 2006. From 2000 to 2001, Mr. Clarke served as Senior Vice President, Chief Financial Officer and Treasurer at Logtech Corporation, a subsidiary of Forward Air and a transportation technology company that specialized in the delivery of real-time shipment information to shippers and transportation providers. Before that, Mr. Clarke worked in corporate finance analyst roles at financial services companies Deutsche Bank Alex. Brown and A.G. Edwards & Sons, Inc. Mr. Clarke has served on the board of directors of Direct ChassisLink Inc., a private company providing marine and domestic chassis and asset management services to the North American intermodal industry, since June 2019 and Rock-it Cargo USA LLC, a private company providing specialty freight forwarding and logistics services for clients in various entertainment industries, since November 2019. Previously, Mr. Clarke served on the boards of directors of Blount International, Inc. (formerly NYSE:BLT), a manufacturer of equipment, accessories and replacement parts for the global forestry, garden and construction industries, from April 2010 until it was acquired in April 2016, Pacer International, Inc. (formerly NASDAQ: PACR), one of the largest truck brokerage and intermodal marketing companies, from 2005 to 2009, Forward Air, from 2001 to 2006 and Panther Expedited, from 2006 to 2012. Mr. Clarke holds a B.S. from Washington University in St. Louis and an M.B.A. from the University of Chicago Booth School of Business.

Lynne Coté, age 54, has served as President and Chief Executive Officer at Princess House, a cookware and home accessories provider, since January 2020. Previously, Ms. Coté served as Chief Executive Officer of Cabi, a women’s fashion and clothing collection, from July 2013 to August 2019. Prior to that, Ms. Coté served as Chief Executive Officer and Chief Marketing Officer at Tribal Sportswear, a chic and casual women’s fashion boutique, from June 2009 to June 2013. Before that, Ms. Coté served in a variety of roles at Jones Apparel Group (formerly NYSE: JNY) (n/k/a Nine West Holdings), a designer, marketer and wholesaler of branded clothing, shoes and accessories, from 1998 to 2007, including most recently as Chief Executive Officer, Wholesale Bridge, Better & Moderate Apparel, Suits & Dresses, from 2005 to 2007. From 1996 to 1998, she served as Executive Vice President, Design & Production at John Paul Richard Inc., a retail company, and from 1983 to 1996, she served as Vice President, Design & Production at Notations, a women’s clothing company. Earlier in her career, she worked as Product Development Manager, Associate Buyer Private Label at J.C. Penney Company, Inc. (NYSE: JCP), a department store chain. Ms. Coté holds a B.A. in Economics and Public Policy from the University of North Carolina at Chapel Hill.

27

CUSIP No. 089302103

Jonathan Duskin, age 52, has served as Chief Executive Officer of Macellum Capital Management, LLC, a Delaware limited liability company (“Macellum Capital”), which operates a New York-based pooled investment fund, since July 2009, and as the sole member of Macellum Advisors GP, LLC, which is the general partner of Macellum Capital, since September 2011. From January 2005 to February 2008, Mr. Duskin served as a Managing Director and Partner at Prentice Capital Management, LP, an investment management firm. From March 2002 to January 2005, Mr. Duskin was a Managing Director at S.A.C. Capital Associates LLC, a New York-based hedge fund. From January 1998 to January 2002, Mr. Duskin was a Managing Director at Lehman Brothers Inc., an investment bank, and served as Head of Product Management and Chairman of the Investment Policy Committee within the Research Department. Mr. Duskin has served on the board of directors of Citi Trends, Inc. (NASDAQ: CTRN), a retail clothing chain selling discounted products targeted primarily at urban customers, since May 2017, and Christopher & Banks Corporation (OTC: CBKC), a retail company, since June 2016. Mr. Duskin previously served on the boards of directors of The Wet Seal, Inc., Whitehall Jewelers, Inc. and Furniture.com Inc. Mr. Duskin holds a B.A. in Finance and Economics from the University of Massachusetts at Amherst.

Steven S. Fishman, age 69, currently serves as President of SSF Resources, Inc., a retail consulting and investment services company, since May 2013. From May 2013 to May 2016, Mr. Fishman served as a consultant to Big Lots, Inc. (NYSE: BIG), a discount retail operator, after having served as its Chairman, Chief Executive Officer and President from July 2005 until May 2013. Prior to that, Mr. Fishman served as Chairman, Chief Executive Officer and Chief Restructuring Officer at Rhodes Furniture, a retail furniture company, from July 2004 to June 2005, after having served as a member of the board of directors from 1999 to 2004. From September 2001 to December 2002, Mr. Fishman served as Chairman, Chief Executive Officer and Chief Restructuring Officer of Frank’s Nursery & Crafts, Inc., a lawn and garden specialty retailer. Prior to that, Mr. Fishman served as Chairman and Chief Executive Officer for Pamida Holdings Corporation (formerly ASE: PAM) (“Pamida”), a discount general merchandise chain, from 1993 until it was acquired by ShopKo in 1999. Prior to Pamida, Mr. Fishman held several senior executive merchandising positions within Federated Department Stores, Inc. and the May Company (which have since been combined and are n/k/a Macy’s Inc.). Previously, Mr. Fishman served on the board of The Columbus Partnership and was formerly a member of the Board of Trustees of Columbia College. Since September 2012, he serves as the Vice Chairman of the Steven and Barbara Fishman Center for Entrepreneurship. Mr. Fishman earned his B.B.A. focused in Personal Management from Columbia College.

Aaron Goldstein, age 37, has served as a Partner and Portfolio Manager at Macellum Capital since April 2014. Prior to that, Mr. Goldstein served as an Analyst at Millennium Management LLC, a New York-based pooled investment fund, from March 2013 to May 2013. Previously, he served as an Analyst at Scopus Asset Management, L.P., a hedge fund, from June 2012 to February 2013. Before that, Mr. Goldstein served as a Vice President at JPMorgan Chase & Co. (NYSE: JPM), an American multinational investment bank and financial services holding company, from March 2008 to June 2012. From May 2005 to March 2008, Mr. Goldstein served as an Analyst at the Bear Stearns Companies, Inc. (formerly NYSE: BSC), a global investment bank, securities trading and brokerage firm. Earlier in his career, he served as a consultant to Telsey Advisory Group LLC, a research, trading, banking and consulting brokerage firm focused on the consumer sector. Mr. Goldstein earned his Bachelor of Arts in economics from Trinity College.

28

CUSIP No. 089302103

Jeremy I. Liebowitz, age 50, has served as a Founder of Alchemy-Rx, a strategy, marketing and eCommerce agency, since October 2018. Prior to that, he held a series of executive positions at Newell Brands Inc. (NASDAQ: NWL), a worldwide marketer of consumer and commercial products with a portfolio of brands, where he eventually became the division CEO of Global eCommerce, from June 2013 to June 2018. Mr. Liebowitz was the Vice President of Digital Commerce & Marketing of Jarden Corporation, a consumer products company, from November 2007 to April 2013. From April 2006 to August 2007, Mr. Liebowitz was a Director of Customer Marketing at L Brands, Inc. (NYSE: LB), a fashion retailer. He was Assistant Vice President of eCommerce and Direct Marketing at TracFone Wireless, Inc., a prepaid mobile virtual network operator, from February 2004 to April 2006. He was a consultant in consumer marketing/ eCommerce from January 2002 to February 2004. He was the Vice President of Marketing at Gerald Stevens, Inc., and a Senior Manager of Marketing at 1800flowers.com (NASDAQ: FLWS), from January 1999 to 2002 and August 1995 to December 1998, respectively. Mr. Liebowitz received his B.A. from the University of Southern California.

Cynthia S. Murray (Cinny), age 62, is the Founder and has served as Chief Executive Officer of Stanmore Partners, a senior leadership consultant to CEOs, private equity firms, and start-ups, since July 2018. From January 2017 to July 2018, she was the President of Full Beauty Brands, a plus size women’s and men’s apparel and home goods holding company. Prior to that, she was the President of Chico’s Brand, FAS, Inc. (NYSE: CHS), a women’s clothing chain, from February 2009 to September 2016. From 2004 to 2009, Ms. Murray served as the Executive Vice President and Chief Merchandise Officer of Stage Stores, Inc., a department store specializing in retail brand names in apparel, home, fragrance and shoes. She was also the Senior Vice President of Merchandising at Talbots, Inc., a specialty retailer for women’s apparel, from 1998 to 2004. Ms. Murray was also the Vice President of Saks Off Fifth, an off-price division of Saks Fifth Avenue, responsible for all women’s apparel, from 1997 to 2009. Ms. Murray served on the Board of Directors of Francesca’s Collections, a specialty retailer offering women’s apparel, jewelry, shoes accessories and gift items, from 2008 to 2009. She currently serves on the Board of Trustees and was the Honorary Chair of the Naples Shelter for Women and Children. Additionally, she serves on the Board of Governors for the FSU School of Business and was inducted to the Florida State University College of Business Hall of Fame in 2014. She holds a B.S. in Business from the Florida State University.

29

CUSIP No. 089302103

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Reporting Persons have had and anticipate having further discussions with management and the Board of the Issuer relating to the Issuer’s underperformance, overall business strategy, board composition (which include reconstitution of the Board), corporate governance, management accountability, capital allocation, and the evaluation of strategic alternatives. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 39,202,000 Shares outstanding as of February 1, 2020 as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2020. The Shares reported outstanding appear to be an estimate and may not be precise.

A.Macellum Opportunity
(a)As of the close of business on March 5, 2020, Macellum Opportunity beneficially owned directly 1,103,112 Shares, including 250,000 Shares underlying long call options.

Percentage: Approximately 2.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,103,112
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,103,112

 

(c)The transactions in the securities of the Issuer by Macellum Opportunity during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

30

CUSIP No. 089302103

 
B.Macellum Management
(a)As the investment manager of Macellum Opportunity, Macellum Management may be deemed the beneficial owner of the 1,103,112 Shares beneficially owned by Macellum Opportunity, including 250,000 Shares underlying long call options.

Percentage: Approximately 2.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,103,112
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,103,112

 

(c)Macellum Management has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Macellum Opportunity during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
C.Macellum GP
(a)As the general partner of Macellum Opportunity, Macellum GP may be deemed the beneficial owner of the 1,103,112 Shares beneficially owned by Macellum Opportunity, including 250,000 Shares underlying long call options.

Percentage: Approximately 2.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,103,112
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,103,112

 

(c)Macellum GP has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Macellum Opportunity during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
31

CUSIP No. 089302103

 
D.Jonathan Duskin
(a)Mr. Duskin, as the sole member of Macellum GP, may be deemed the beneficial owner of the 1,103,112 Shares beneficially owned by Macellum Opportunity, including 250,000 Shares underlying long call options.

Percentage: Approximately 2.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,103,112
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,103,112

 

(c)Mr. Duskin has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer by Macellum Opportunity during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
E.Ancora Merlin Institutional
(a)As of the close of business on March 5, 2020, Ancora Merlin Institutional beneficially owned directly 924,914 Shares, including 221,600 Shares underlying long call options.

Percentage: Approximately 2.4%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 924,914
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 924,914

 

(c)The transactions in the securities of the Issuer by Ancora Merlin Institutional during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
32

CUSIP No. 089302103

 
F.Ancora Merlin
(a)As of the close of business on March 5, 2020, Ancora Merlin beneficially owned directly 91,754 Shares, including 22,000 Shares underlying long call options.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 91,754
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 91,754

 

(c)The transactions in the securities of the Issuer by Ancora Merlin during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
G.Ancora Catalyst Institutional
(a)As of the close of business on March 5, 2020, Ancora Catalyst Institutional beneficially owned directly 815,511 Shares, including 177,600 Shares underlying long call options.

Percentage: Approximately 2.1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 815,511
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 815,511

 

(c)The transactions in the securities of the Issuer by Ancora Catalyst Institutional during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
33

CUSIP No. 089302103

 
H.Ancora Catalyst
(a)As of the close of business on March 5, 2020, Ancora Catalyst beneficially owned directly 61,268 Shares, including 12,800 Shares underlying long call options.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 61,268
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 61,268

 

(c)The transactions in the securities of the Issuer by Ancora Catalyst during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
I.Ancora SPV I
(a)As of the close of business on March 5, 2020, Ancora SPV I beneficially owned directly 712,156 Shares, including 162,400 Shares underlying long call options.

Percentage: Approximately 1.8%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 712,156
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 712,156
34

CUSIP No. 089302103

 
J.Ancora SPV I Ltd
(a)As of the close of business on March 5, 2020, Ancora SPV I Ltd beneficially owned directly 606,740 Shares, including 153,600 Shares underlying long call options.

Percentage: Approximately 1.6%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 606,740
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 606,740

 

(c)The transactions in the securities of the Issuer by Ancora SPV I Ltd during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
K.Ancora Advisors
(a)As the investment advisor to each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd, Ancora Advisors may be deemed to beneficially own the (i) 924,914 Shares beneficially owned directly by Ancora Merlin Institutional, including 221,600 Shares underlying long call options, (ii) 91,754 Shares beneficially owned directly by Ancora Merlin, including 22,000 shares underlying long call options, (iii) 815,511 Shares beneficially owned directly by Ancora Catalyst Institutional, including 177,600 Shares underlying long call options, (iv) 61,268 Shares beneficially owned directly by Ancora Catalyst, including 12,800 Shares underlying long call options, (v) 712,156 Shares beneficially owned directly by Ancora SPV I, including 162,400 Shares underlying long call options and (vi) 606,740 Shares beneficially owned directly by Ancora SPV I Ltd, including 153,600 Shares underlying long call options.

Percentage: Approximately 8.2%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,212,343
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,212,343

 

(c)Ancora Advisors has not entered into any transactions in the securities of the Issuer during the past sixty days The transactions in the securities of the Issuer by each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
35

CUSIP No. 089302103

 
L.Mr. DiSanto
(a)Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Advisors, may be deemed to beneficially own the (i) 924,914 Shares beneficially owned directly by Ancora Merlin Institutional, including 221,600 Shares underlying long call options, (ii) 91,754 Shares beneficially owned directly by Ancora Merlin, including 22,000 shares underlying long call options, (iii) 815,511 Shares beneficially owned directly by Ancora Catalyst Institutional, including 177,600 Shares underlying long call options, (iv) 61,268 Shares beneficially owned directly by Ancora Catalyst, including 12,800 Shares underlying long call options, (v) 712,156 Shares beneficially owned directly by Ancora SPV I, including 162,400 Shares underlying long call options and (vi) 606,740 Shares beneficially owned directly by Ancora SPV I Ltd, including 153,600 Shares underlying long call options.

Percentage: Approximately 8.2%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 3,212,343
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 3,212,343

 

(c)Mr. DiSanto has not entered into any transactions in the securities of the Issuer during the past sixty days The transactions in the securities of the Issuer by each of Ancora Advisors, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
M.Messrs. Clarke, Fishman, Goldstein and Liebowitz and Mses. Backes, Biszantz, Coté and Murray
(a)As of the close of business on March 5, 2020, Messrs. Clarke, Fishman, Goldstein and Liebowitz and Mses. Backes, Biszantz, Coté and Murray did not own any Shares.

Percentage: 0%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)Messrs. Clarke, Fishman, Goldstein and Liebowitz and Mses. Backes, Biszantz, Coté and Murray have not entered into any transactions in the securities of the Issuer during the past sixty days.

36

CUSIP No. 089302103

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 2, 2020, Macellum Opportunity purchased in the over the counter market American-style call options referencing an aggregate of (i) 250,000 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 250,000 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, as further described on Schedule A hereto. The call options having an exercise price of $20.00 and an expiration date of April 17, 2020 were subsequently sold prior to April 17, 2020 and, accordingly, Macellum Opportunity no longer has any exposure to such call options.

On March 2, 2020, Ancora Merlin Institutional purchased in the over the counter market American-style call options referencing an aggregate of (i) 221,600 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 221,600 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, Ancora Merlin purchased in the over the counter market American-style call options referencing an aggregate of (i) 22,000 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 22,000 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, Ancora Catalyst Institutional purchased in the over the counter market American-style call options referencing an aggregate of (i) 177,600 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 177,600 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, Ancora Catalyst purchased in the over the counter market American-style call options referencing an aggregate of (i) 12,800 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 12,800 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, Ancora SPV I purchased in the over the counter market American-style call options referencing an aggregate of (i) 162,400 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 162,400 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, and Ancora SPV I Ltd purchased in the over the counter market American-style call options referencing an aggregate of (i) 153,600 Shares, which have an exercise price of $17.50 and expire on April 17, 2020 and (ii) 153,600 Shares, which have an exercise price of $20.00 and expire on April 17, 2020, as further described on Schedule A hereto. The call options having an exercise price of $20.00 and an expiration date of April 17, 2020 were subsequently sold prior to April 17, 2020 and, accordingly, each of Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I and Ancora SPV I Ltd no longer has any exposure to such call options.

 

All transactions with respect to securities of the Issuer as reported on Schedule A are incorporated herein by reference.

 

On January 31, 2020, the Macellum Group, the Ancora Funds, Ancora Advisors and Mr. DiSanto entered into a Group Agreement (the “Group Agreement”) in which, among other things, (a) the parties agreed, to the extent required by applicable law, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the parties agreed to form a group for the purpose of working together to enhance shareholder value of the Issuer, including soliciting proxies for the election of persons to be nominated by the parties to the Board at the Annual Meeting (the “Solicitation”), (c) the parties agreed to provide notice to a representative of the Ancora Funds of all purchases of securities of the Issuer, and to not sell any securities of the Issuer without the prior written consent of the other parties, (d) the parties agreed that once their ownership of Shares exceeds 5% of the Issuer’s outstanding Shares, they shall provide written notice to their legal counsel in addition to the representative of the Ancora Funds of each such transaction, (e) the Macellum Group and the Ancora Funds agreed to bear all out-of-pocket costs and expenses incurred in connection with their activities, subject to certain limitations, on a pro rata basis based on the number of Shares (or Share equivalents in the case any long call options are owned by the parties) of the Issuer directly or indirectly owned by each of the Macellum Group and the Ancora Funds, and (f) the parties agreed that any SEC filing, press release, public shareholder communication or Issuer communication proposed to be made or issued by the parties in connection with their activities shall be mutually agreeable between the parties. The Group Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

On February 28, 2020, the Nominees (other than Mr. Duskin) entered into a joinder agreement pursuant to which they agreed to be bound by the terms of the Group Agreement (the “Joinder Agreement”). Pursuant to the Joinder Agreement, such Nominees also agreed (i) not to undertake or effect any purchase, sale, acquisition or disposal of any securities of the Issuer, (ii) not to undertake any expenses in connection with his or her involvement with the Issuer, and (iii) not to communicate on behalf of the Reporting Persons with regards to the Issuer, all without the prior written consent of the Macellum Group. The Joinder Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

37

CUSIP No. 089302103

On February 28, 2020, Macellum Opportunity, Ancora Catalyst Institutional, Ancora Merlin and Ancora Catalyst entered into letter agreements (the “Indemnification Agreements”) with each of the Nominees, except Mr. Duskin, pursuant to which each of Macellum Opportunity, Ancora Catalyst Institutional, Ancora Merlin and Ancora Catalyst have agreed to indemnify such Nominees against claims arising from the Solicitation and any related transactions. A form of the Indemnification Agreements is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

Each of the Nominees, except Messrs. Duskin and Goldstein, has granted Jonathan Duskin and Aaron Goldstein powers of attorney (“Powers of Attorney”) to execute certain SEC filings and other documents in connection with the Solicitation. A form of the Powers of Attorney is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Letter to the Shareholders, dated March 6, 2020.
99.2

Group Agreement by and among Macellum Opportunity Fund LP, Macellum Management, LP, Macellum Advisors GP, LLC, Jonathan Duskin, Ancora Merlin Institutional LP, Ancora Merlin, LP, Ancora Catalyst Institutional, LP, Ancora Catalyst, LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd, Ancora Advisors, LLC and Frederick DiSanto, dated January 31, 2020.

99.3

Joinder Agreement by and among Macellum Opportunity Fund LP, Macellum Management, LP, Macellum Advisors GP, LLC, Jonathan Duskin, Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst Institutional LP, Ancora Catalyst LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd, Ancora Advisors, LLC, Frederick DiSanto, Theresa R. Backes, Suzanne Biszantz, Andrew C. Clarke, Lynne Coté, Steven S. Fishman, Aaron Goldstein, Jeremy I. Liebowitz and Cynthia S. Murray, dated February 28, 2020.

99.4

Form of Indemnification Agreements.

99.5Form of Powers of Attorney.

 

38

CUSIP No. 089302103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2020

  Macellum Opportunity Fund LP
   
  By:

Macellum Advisors GP, LLC

its general partner

     
  By:

/s/ Jonathan Duskin

    Name: Jonathan Duskin
    Title: Sole Member

 

 

  Macellum Management, LP
   
  By:

Macellum Advisors GP, LLC

its general partner

     
  By:

/s/ Jonathan Duskin

    Name: Jonathan Duskin
    Title: Sole Member

 

 

  Macellum Advisors GP, LLC
   
  By:

/s/ Jonathan Duskin

    Name: Jonathan Duskin
    Title: Sole Member

 

 

  /s/ Jonathan Duskin
 

Jonathan Duskin

Individually and as attorney-in-fact for Theresa R. Backes, Suzanne Biszantz, Andrew C. Clarke, Lynne Coté, Steven S. Fishman, Aaron Goldstein, Jeremy I. Liebowitz and Cynthia S. Murray

 

 

39

CUSIP No. 089302103

  Ancora Merlin Institutional LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  Ancora Merlin, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  Ancora Catalyst Institutional, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  Ancora Catalyst, LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  Ancora Catalyst SPV I LP
   
  By: Ancora Advisors, LLC, its General Partner
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

40

CUSIP No. 089302103

  Ancora Catalyst SPV I SPC Ltd
   
  By: Ancora Advisors, LLC, its Investment Manager
     
  By: /s/ Frederick DiSanto
    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  Ancora Advisors, LLC
   
  By:

/s/ Frederick DiSanto

    Name: Frederick DiSanto
    Title: Chairman and Chief Executive Officer

 

 

  /s/ Frederick DiSanto
  Frederick DiSanto

 

41

CUSIP No. 089302103

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty (60) Days

Nature of Transaction Amount of
Securities Purchased/(Sold)		 Price per Share ($) Date of
Purchase/Sale

 

Macellum Opportunity Fund LP
 

Purchase of Common Stock 3,700 27.2119 01/22/2020
Purchase of Common Stock 3,800 26.5077 01/23/2020
Purchase of Common Stock 1,000 26.8744 01/24/2020
Purchase of Common Stock 2,000 27.5120 01/30/2020
Purchase of Common Stock 5,700 27.1182 01/31/2020
Purchase of Common Stock 5,500 28.1395 02/03/2020
Purchase of Common Stock 5,000 27.9961 02/04/2020
Purchase of Common Stock 3,000 28.2800 02/05/2020
Purchase of Common Stock 15,708 27.9598 02/06/2020
Purchase of Common Stock 15,996 27.1911 02/07/2020
Purchase of Common Stock 6,030 27.1968 02/10/2020
Short Sale of March 20, 2020 Put Options ($27.50 Strike Price) (157) 2.5401 02/10/2020
Purchase of Common Stock 15,868 27.2360 02/11/2020
Short Sale of March 20, 2020 Put Options ($27.50 Strike Price) (78) 2.5497 02/11/2020
Purchase of Common Stock 15,868 26.9539 02/12/2020
Purchase of Common Stock 19,835 26.0616 02/13/2020
Short Sale of March 20, 2020 Put Options ($27.50 Strike Price) (26) 2.6508 02/13/2020
Purchase of Common Stock 17,273 25.4498 02/14/2020
Short Sale of March 20, 2020 Put Options ($25.00 Strike Price) (52) 1.8500 02/14/2020
Purchase of Common Stock 17,273 25.5904 02/18/2020
Purchase of Common Stock 17,921 25.6723 02/19/2020
Purchase of Common Stock 42,437 25.8605 02/20/2020
Purchase of Common Stock 93,294 25.3612 02/21/2020
Purchase of Common Stock 10,950 24.9724 02/24/2020
Purchase of Common Stock 9,589 24.5511 02/25/2020
Purchase of Common Stock 10,550 23.7078 02/26/2020
Purchase of Common Stock 7,219 23.3721 02/27/2020
Purchase of Common Stock 165,725 15.8788 02/28/2020
Sale of Common Stock (101,807) 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options ($17.50 Strike Price) 2,500 1.3348 03/02/2020
Purchase of April 17, 2020 Call Options ($20.00 Strike Price) 2,500 0.6177 03/02/2020
Sale of April 17, 2020 Call Options ($20.00 Strike Price) (2,500) 0.4689 03/03/2020
Purchase of Common Stock 251,433 17.2709 03/03/2020
Purchase of Common Stock 86,000 17.5445 03/04/2020
Purchase of Common Stock 106,250 18.0144 03/04/2020

 

Ancora Merlin Institutional LP

 

Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (450) 2.8396 01/23/2020
Purchase of Common Stock 11,338 27.8475 02/04/2020
Purchase of Common Stock 4,514 27.9754 02/06/2020
Purchase of Common Stock 4,461 27.2067 02/07/2020
Purchase of Common Stock 1,708 27.2133 02/10/2020
Purchase of Common Stock 4,494 27.2516 02/11/2020
Purchase of Common Stock 4,494 26.9695 02/12/2020
Purchase of Common Stock 5,617 26.0770 02/13/2020
Purchase of Common Stock 7,831 25.4651 02/14/2020
Purchase of Common Stock 7,831 25.6057 02/18/2020
Purchase of Common Stock 8,125 25.6876 02/19/2020
Purchase of Common Stock 27,563 25.8756 02/20/2020
Purchase of Common Stock 60,596 25.3762 02/21/2020
Purchase of Common Stock 42,826 24.9875 02/24/2020
Purchase of Common Stock 38,541 24.5662 02/25/2020
Purchase of Common Stock 41,240 23.7229 02/26/2020
Purchase of Common Stock 28,192 22.3872 02/27/2020
Purchase of Common Stock 25,608 15.8939 02/28/2020
Sale of Common Stock (9,809) 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options $(17.50 Strike Price) 2,216 1.3477 03/02/2020
Purchase of April 17, 2020 Call Options $(20.00 Strike Price) 2,216 0.6306 03/02/2020
Sale of April 17, 2020 Call Options $(20.00 Strike Price) (2,216) 0.4559 03/03/2020
Purchase of Common Stock 158,681 17.2859 03/03/2020
Purchase of Common Stock 25,699 17.5596 03/04/2020
Purchase of Common Stock 91,004 18.0144 03/04/2020

 

Ancora MERLIN, LP

 

Short Sale of March 20, 2020 Put Options ($27.50 Strike Price) (50) 2.8396 01/23/2020
Purchase of Common Stock 1,163 27.8494 02/04/2020
Purchase of Common Stock 390 27.9812 02/06/2020
Purchase of Common Stock 385 27.2126 02/07/2020
Purchase of Common Stock 147 27.2288 02/10/2020
Purchase of Common Stock 388 27.2574 02/11/2020
Purchase of Common Stock 388 26.9753 02/12/2020
Purchase of Common Stock 485 26.0818 02/13/2020
Purchase of Common Stock 713 25.4683 02/14/2020
Purchase of Common Stock 713 25.6089 02/18/2020
Purchase of Common Stock 740 25.6907 02/19/2020
Purchase of Common Stock 2,626 25.8765 02/20/2020
Purchase of Common Stock 5,774 25.3766 02/21/2020
Purchase of Common Stock 4,212 24.9880 02/24/2020
Purchase of Common Stock 3,791 24.5668 02/25/2020
Purchase of Common Stock 4,056 23.7234 02/26/2020
Purchase of Common Stock 2,773 22.3880 02/27/2020
Purchase of Common Stock 2,519 15.8948 02/28/2020
Sale of Common Stock (1,011) 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options ($17.50 Strike Price) 220 1.3478 03/02/2020
Purchase of April 17, 2020 Call Options ($20.00 Strike Price) 220 0.6307 03/02/2020
Sale of April 17, 2020 Call Options ($20.00 Strike Price) (220) 0.4558 03/03/2020
Purchase of Common Stock 15,706 17.2861 03/03/2020
Purchase of Common Stock 2,557 17.5605 03/04/2020
Purchase of Common Stock 9,000 18.0147 03/04/2020

 

Ancora Catalyst Institutional, LP

 

Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (465) 2.8295 01/23/2020
Purchase of Common Stock 11,624 27.8486 02/04/2020
Purchase of Common Stock 4,563 27.9748 02/06/2020
Purchase of Common Stock 4,509 27.2061 02/07/2020
Purchase of Common Stock 1,726 27.2118 02/10/2020
Purchase of Common Stock 4,542 27.2510 02/11/2020
Purchase of Common Stock 4,542 26.9689 02/12/2020
Purchase of Common Stock 5,678 26.0766 02/13/2020
Purchase of Common Stock 7,949 25.4648 02/14/2020
Purchase of Common Stock 7,949 25.6054 02/18/2020
Purchase of Common Stock 8,247 25.6873 02/19/2020
Purchase of Common Stock 28,235 25.8755 02/20/2020
Purchase of Common Stock 62,073 25.3762 02/21/2020
Purchase of Common Stock 12,586 24.9874 02/24/2020
Purchase of Common Stock 11,330 24.5661 02/25/2020
Purchase of Common Stock 12,123 23.7228 02/26/2020
Purchase of Common Stock 8,288 22.3871 02/27/2020
Purchase of Common Stock 7,528 15.8938 02/28/2020
Purchase of Common Stock 21,291 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options $(17.50 Strike Price) 1,776 1.3548 03/02/2020
Purchase of April 17, 2020 Call Options $(20.00 Strike Price) 1,776 0.6277 03/02/2020
Sale of April 17, 2020 Call Options $(20.00 Strike Price) (1,776) 0.4588 03/03/2020
Purchase of Common Stock 166,208 17.2859 03/03/2020
Purchase of Common Stock 51,169 17.5595 03/04/2020
Purchase of Common Stock 79,546 18.0144 03/04/2020

 

Ancora Catalyst, LP

 

Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (35) 2.8295 01/23/2020
Purchase of Common Stock 875 27.8644 02/04/2020
Purchase of Common Stock 341 27.9891 02/06/2020
Purchase of Common Stock 337 27.2208 02/07/2020
Purchase of Common Stock 129 27.2743 02/10/2020
Purchase of Common Stock 339 27.2655 02/11/2020
Purchase of Common Stock 339 26.9834 02/12/2020
Purchase of Common Stock 424 26.0852 02/13/2020
Purchase of Common Stock 595 25.4666 02/14/2020
Purchase of Common Stock 595 25.6072 02/18/2020
Purchase of Common Stock 618 25.6885 02/19/2020
Purchase of Common Stock 1,784 25.8755 02/20/2020
Purchase of Common Stock 3,921 25.3762 02/21/2020
Purchase of Common Stock 868 24.9874 02/24/2020
Purchase of Common Stock 781 24.5661 02/25/2020
Purchase of Common Stock 835 23.7228 02/26/2020
Purchase of Common Stock 571 22.3896 02/27/2020
Purchase of Common Stock 519 15.8981 02/28/2020
Purchase of Common Stock 1,888 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options $(17.50 Strike Price) 128 1.3548 03/02/2020
Purchase of April 17, 2020 Call Options $(20.00 Strike Price) 128 0.6277 03/02/2020
Sale of April 17, 2020 Call Options $(20.00 Strike Price) (128) 0.4588 03/03/2020
Purchase of Common Stock 13,411 17.2859 03/03/2020
Purchase of Common Stock 4,330 17.5595 03/04/2020
Purchase of Common Stock 6,172 18.0144 03/04/2020

 

Ancora Catalyst SPV I LP

 

Purchase of Common Stock 42,348 25.8755 02/20/2020
Purchase of Common Stock 93,098 25.3762 02/21/2020
Purchase of Common Stock 13,694 24.9874 02/24/2020
Purchase of Common Stock 22,317 24.5661 02/25/2020
Purchase of Common Stock 46,878 23.7228 02/26/2020
Purchase of Common Stock 43,169 22.3871 02/27/2020
Purchase of Common Stock 39,210 15.8938 02/28/2020
Purchase of Common Stock 11,556 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options $(17.50 Strike Price) 1,624 1.3548 03/02/2020
Purchase of April 17, 2020 Call Options $(20.00 Strike Price) 1,624 0.6277 03/02/2020
Sale of April 17, 2020 Call Options $(20.00 Strike Price) (1,624) 0.4588 03/03/2020
Purchase of Common Stock 137,725 17.2859 03/03/2020
Purchase of Common Stock 30,245 17.5595 03/04/2020
Purchase of Common Stock 69,516 18.0144 03/04/2020

 

Ancora Catalyst SPV I SPC Ltd

 

Purchase of Common Stock 14,484 27.9748 02/06/2020
Purchase of Common Stock 14,312 27.2061 02/07/2020
Purchase of Common Stock 5,460 27.2118 02/10/2020
Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (143) 2.5205 02/10/2020
Purchase of Common Stock 14,369 27.2510 02/11/2020
Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (72) 2.5310 02/11/2020
Purchase of Common Stock 14,369 26.9689 02/12/2020
Short Sale of March 20, 2020 Put Options $(27.50 Strike Price) (24) 2.6312 02/12/2020
Purchase of Common Stock 17,961 26.0766 02/13/2020
Short Sale of March 20, 2020 Put Options $(25.00 Strike Price) (47) 1.8300 02/14/2020
Purchase of Common Stock 15,639 25.4648 02/14/2020
Purchase of Common Stock 15,639 25.6054 02/18/2020
Purchase of Common Stock 16,225 25.6873 02/19/2020
Purchase of Common Stock 36,956 25.8755 02/20/2020
Purchase of Common Stock 81,244 25.3762 02/21/2020
Purchase of Common Stock 14,864 24.9874 02/24/2020
Purchase of Common Stock 13,381 24.5661 02/25/2020
Purchase of Common Stock 14,318 23.7228 02/26/2020
Purchase of Common Stock 9,788 22.3871 02/27/2020
Purchase of Common Stock 8,891 15.8938 02/28/2020
Sale of Common Stock (11,108) 16.2877 03/02/2020
Purchase of April 17, 2020 Call Options $(17.50 Strike Price) 1,536 1.3548 03/02/2020
Purchase of April 17, 2020 Call Options $(20.00 Strike Price) 1,536 0.6277 03/02/2020
Sale of April 17, 2020 Call Options $(20.00 Strike Price) (1,536) 0.4588 03/03/2020
Purchase of Common Stock 92,836 17.2859 03/03/2020
Purchase of Common Stock 63,512 18.0144 03/04/2020