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>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TAILORED BRANDS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87403A107
(CUSIP Number)
Michael J. Burry
c/o Scion Asset Management, LLC
20400 Stevens Creek Boulevard, Suite 840
Cupertino, California 95014
Telephone: (408) 441 8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule
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 Rule 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).
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 2 of 8 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
SCION ASSET MANAGEMENT, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
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
|
|
|
||
|
Delaware
|
|
|
|||
|
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|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,502,900
|
|
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|||
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||||
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9
|
SOLE DISPOSITIVE POWER
|
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||
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0
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|||
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|
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||||
|
10
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SHARED DISPOSITIVE POWER
|
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||
|
3,502,900
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|
|||
|
|
|
||||
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
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||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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||
|
7.2% (1)
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
|
IA
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|||
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||||
(1) This percentage is based on 48,422,534 Shares outstanding as of November 29, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on December 12, 2019.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 3
of 8 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
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||
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SCION ASSET PARTNERS, LP
|
|
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|||
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|
||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
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|
|
|
|||
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|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
|
AF
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|
|
|||
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|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
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|
||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
7.2% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN, HC
|
|
|
|||
|
|
|
||||
(1) This percentage is based on 48,422,534 Shares outstanding as of November 29, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on December 12, 2019.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 4 of 8 Pages
|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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SCION CAPITAL GROUP, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
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
|
|
|
||
|
California
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
7.2% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
(1) This percentage is based on 48,422,534 Shares outstanding as of November 29, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on December 12, 2019.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 5 of 8 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MICHAEL J. BURRY
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
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
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
3,502,900
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
7.2% (1)
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
|
|
|||
|
|
|
||||
(1) This percentage is based on 48,422,534 Shares outstanding as of November 29, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on December 12, 2019.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 6 of 8 Pages
|
| Item 1. |
SECURITY AND ISSUER
|
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Tailored Brands,
Inc., a Texas corporation (the “Company” or the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on August 30, 2019, as amended by
Amendment No. 1 filed on December 13, 2019 (collectively, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as specifically providedherein, this Amendment
No. 2 does not modify any of the previous information reported in the Schedule 13D.
| Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
|
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The funds used for the purchase of the Shares reported herein came from the general working capital of
each of Master, Value and the SMA, and may include margin borrowing and proceeds from short sales. Positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from
time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $19,036,344, including commissions, was
paid to acquire the Shares reported herein.
|
Item 5.
|
INTEREST IN THE SECURITIES OF THE ISSUER
|
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended and supplemented as follows:
(a) Each of the Reporting Persons may be deemed to beneficially own 3,502,900 Shares, which equates to approximately 7.2% of the total number of
Shares outstanding. This amount consists of (a) 2,195,037 Shares held for the account of Master, (b) 706,470 Shares held for the account of Value, and (c) 601,393 Shares held for the account of the SMA. The beneficial ownership percentages
reported herein are based on 48,422,534 Shares outstanding as of November 29, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on December 12, 2019.
(b) Each of the Reporting Persons may be deemed to share voting and dispositive power over 3,502,900 Shares.
(c) Except for the transactions listed in Exhibit G hereto, all of which were effected in the open market through a broker, there have been no
transactions in the Shares by the Reporting Persons during the past 60 days.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS |
| |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: |
| Exhibit G | Schedule of Transactions, in response to Item 5(c) |
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 7 of 8 Pages
|
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: March 18, 2020
| SCION ASSET MANAGEMENT, LLC | |||
|
|
By:
|
/s/ Michael J. Burry | |
| Name: Michael J. Burry | |||
| Title: Chief Executive Officer | |||
| SCION ASSET PARTNERS, L.P. | |||
| By: | SCION CAPITAL GROUP, LLC, its general partner | ||
|
|
By:
|
/s/ Michael J. Burry | |
| Name: Michael J. Burry | |||
| Title: Managing Member | |||
| SCION CAPITAL GROUP, LLC | |||
|
|
By:
|
/s/ Michael J. Burry | |
| Name: Michael J. Burry | |||
| Title: Managing Member | |||
| MICHAEL J. BURRY | |||
|
|
|
||
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 8 of 8 Pages
|
EXHIBIT G
SCHEDULE OF TRANSACTIONS
|
Entity Name
|
Transaction Date
|
Transaction Type
|
Quantity
|
Price Per Share (excluding commissions)
|
|
Value
|
1/21/2020
|
Buy
|
8,617
|
$4.1723
|
|
Master
|
1/21/2020
|
Buy
|
28,724
|
$4.1723
|
|
SMA
|
1/21/2020
|
Buy
|
7,659
|
$4.1723
|
|
Value
|
1/22/2020
|
Buy
|
957
|
$4.3350
|
|
Master
|
1/22/2020
|
Buy
|
3,192
|
$4.3350
|
|
SMA
|
1/22/2020
|
Buy
|
851
|
$4.3350
|
|
Value
|
1/27/2020
|
Buy
|
361
|
$4.1500
|
|
Master
|
1/27/2020
|
Buy
|
1,202
|
$4.1500
|
|
SMA
|
1/27/2020
|
Buy
|
320
|
$4.1500
|
|
Value
|
1/29/2020
|
Buy
|
2,895
|
$4.2000
|
|
Master
|
1/29/2020
|
Buy
|
9,649
|
$4.2000
|
|
SMA
|
1/29/2020
|
Buy
|
2,573
|
$4.2000
|
|
Value
|
1/30/2020
|
Buy
|
1,532
|
$4.1500
|
|
Master
|
1/30/2020
|
Buy
|
5,106
|
$4.1500
|
|
SMA
|
1/30/2020
|
Buy
|
1,362
|
$4.1500
|
|
Value
|
2/4/2020
|
Sell
|
35,574
|
$3.8097
|
|
Master
|
2/4/2020
|
Sell
|
120,115
|
$3.8097
|
|
SMA
|
2/4/2020
|
Sell
|
31,640
|
$3.8097
|
|
Value
|
2/11/2020
|
Sell
|
25,669
|
$3.8094
|
|
Master
|
2/11/2020
|
Sell
|
86,672
|
$3.8094
|
|
SMA
|
2/11/2020
|
Sell
|
22,830
|
$3.8094
|
|
Value
|
2/12/2020
|
Sell
|
28,960
|
$3.9488
|
|
Master
|
2/12/2020
|
Sell
|
97,783
|
$3.9488
|
|
SMA
|
2/12/2020
|
Sell
|
25,757
|
$3.9488
|
|
Value
|
3/16/2020
|
Buy
|
76,000
|
$1.5677
|
|
Master
|
3/16/2020
|
Buy
|
255,560
|
$1.5677
|
|
SMA
|
3/16/2020
|
Buy
|
68,440
|
$1.5677
|
|
Value
|
3/18/2020
|
Buy
|
551
|
$1.2984
|
|
Master
|
3/18/2020
|
Buy
|
1,853
|
$1.2984
|
|
SMA
|
3/18/2020
|
Buy
|
496
|
$1.2984
|