Sec Form 13D Filing - SEI INC filing for AMERICAN EAGLE OUTFITTERS INC (AEO) - 2011-09-20

Names of Reporting Person:

            SEI, Inc.

S.S. or I.R.S. Identification No. of Above Individual (optional):

            N/A

Check the Appropriate Box if a Member of a Group:

(a)  x

(b)  ¨

SEC Use Only

Source of Funds:

            00

Check Box if Disclosure of legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

Citizenship or Place of Organization:

            Nevada

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

  7.    Sole Voting Power:

              4,285,258

  8.    Shared Voting Power:

                0

  9.    Sole Dispositive Power:

                4,285,258

10.    Shared Dispositive Power:

                0

Aggregate Amount Beneficially Owned by Each Reporting Person:

            4,285,258

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

¨

Percent of Class Represented by Amount in Row (11):

            2.2%

Type of Reporting Person:

            CO

ITEM 1.

(a)

(b)

(c)

ITEM 2.

(a)

(b)

(c)

(d)

(e)

(f)

ITEM 3.

              Not applicable.

ITEM 4.

SEI, Inc. ("SEI") is a Nevada corporation, of which Jay L. Schottenstein is a director, Chairman of the Board, Chief Executive Officer and President, and of which 79.61% of the issued and outstanding common stock is currently owned by trusts of which Mr. Schottenstein is Trustee.  On September 16, 2011, SEI redeemed shares of its common stock from certain of its shareholders and in exchange distributed 3,694,736 shares of Common Stock (the "Distributed SEI Shares").  The transaction discussed in this paragraph is  referred to herein as the "SEI Redemption".  

On September 16, 2011, Mr. Schottenstein entered into a Voting and Stockholder Agreement (the "Voting Agreement") with Ann S. Deshe, Susan S. Diamond, certain of their spouses, lineal descendants, and affiliates (collectively, the "Deshe/Diamond Affiliates"), and the other parties named therein, which Voting Agreement is  attached hereto as Exhibit 1.  Under the Voting Agreement, Mr. Schottenstein was granted an irrevocable proxy to vote the Distributed SEI Shares that are held by the Deshe/Diamond Affiliates. 

As a result of the Voting Agreement and SEI Redemption, Mr. Schottenstein now has sole voting power over the Distributed SEI Shares; however, Mr. Schottenstein no longer has any dispositive power over the Distributed SEI Shares. 

The reporting persons evaluate each of their investments, including the Company and the Shares, on an on going basis, based upon various factors, criteria and alternatives including those noted below. Based on current circumstances and such ongoing evaluation the reporting persons may, from time to time, acquire additional Shares, continue to own Shares or dispose of Shares at any time, in the open market or otherwise, may take actions which could involve any of the items enumerated in the Schedule 13D instructions to this Item 4. The reporting persons reserve the right, based on all relevant factors and circumstances, to change their investment intent with respect to the Company and the Shares at any time in the future, and to change their intent with respect to any or all of the matters referred to in this Schedule 13D, including any of the items enumerated in the Schedule 13D instructions to this Item 4. In reaching any conclusion as to its future course of action, the reporting persons will take into consideration various factors, criteria and alternatives, including, but not limited to, the Company's business and prospects, other developments concerning the business and management of the Company, its competitors and the industry in which it operates, other business and investment opportunities available to the reporting persons, any contractual obligations to which the reporting persons are now or may in the future become subject, including in respect of the financing of their ownership of the Shares or otherwise relating to its investment in the Company or otherwise, and general economic and stock market conditions, including, but not limited to, the market price of the Shares and other investment alternatives. From time to time the reporting persons may enter into discussions with the Company and/or third parties, concerning their holding of the Shares and possible future extraordinary transactions involving the reporting persons and the Company and such third persons. There can be no assurance as to whether the reporting persons will take any action with respect to their ownership of the Shares, take action with respect to any of the items enumerated in the Schedule 13D instructions to this Item 4, including entering into any discussions with the Company or with any third parties with respect to the Shares or the Company, nor as to outcome of any such matters, including as to whether any discussions if entered into will lead to any transaction that might be considered or agreed to by any third party, the Company or the reporting persons, the terms of any transaction, or the timing or certainty of any transaction.                  

ITEM 5.

(1)

Amount Beneficially Owned: 9,152,615 shares; Percent of Class: 4.7%. Includes 688,653 shares held by Mr. Schottenstein directly; 4,285,258 shares held by SEI, Inc., 79.61% of whose common stock is owned by trusts of which Mr. Schottenstein is Trustee; Mr. Schottenstein is also the Chairman of the Board, Chief Executive Officer and President of SEI, Inc.; 232,262 shares deemed held by Mr. Schottenstein that are subject to options exercisable within 60 days; 251,706 shares held in trusts for the benefit of family members as to which Mr. Schottenstein is either Trustee or Trust Advisor and 3,694,736 shares as to which Mr. Schottenstein has sole voting power as described in Item 4.

As a result of the SEI Redemption described in Item 4 herein, on September 16, 2011, Mr. Schottenstein no longer has any dispositive power over 3,694,736 shares of Common Stock held by SEI, but pursuant to the Voting Agreement has sole voting power to vote such shares of Common Stock.

(2)

As a result of the SEI Redemption described in Item 4 herein, on September 16, 2011, SEI disposed of 3,694,736 shares of Common Stock.

DATED: September 20, 2011

/s/ Jay L. Schottenstein

DATED: September 20, 2011

/s/ Jay L. Schottenstein

DATED: September 20, 2011

/s/ Geraldine Schottenstein Hoffman