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CUSIP No.
34988V106
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1.
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Names of Reporting Persons
Kosta N. Kartsotis
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF, OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
3,800,837(1)
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,800,837(1)
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,800,837(1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class Represented by Amount in Row (11)
7.8%(2)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1) Includes 1,040,291 shares held in grantor retained annuity trusts.
(2) Based on 48,464,206 shares issued and outstanding as of May 5, 2017.
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Item 1. Security and Issuer.
This Amendment No. 5 to
Schedule 13D
is filed to amend the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Fossil Group, Inc., a Delaware corporation (the “Issuer” or “Company”) filed February 17, 2009, as amended and/or supplemented by Amendment No. 1 thereto filed March 6, 2009, as amended and/or supplement by Amendment No. 2 thereto filed May 13, 2009, as amended and/or supplement by Amendment No. 3 thereto filed December 13, 2010, as amended and/or supplement by Amendment No. 4 thereto filed June 13, 2017 (as amended, the “Schedule 13D”). This Amendment No. 5 is filed to disclose a decrease in the percentage of the Common Stock that may be deemed to be beneficially owned by Mr. Kartsotis and the release of all remaining shares pledged as collateral to secure a line of credit. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 5. Interest in Securities of the Issuer.
Item 5(c) is amended and restated in its entirety as follows:
(c) Transactions by Mr. Kartsotis in shares of Common Stock of the Issuer in the last sixty days consist of the following transactions:
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Transaction
Date
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Shares
Acquired
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Shares
Disposed
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Price
Per Share
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Description
of Transaction
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May 25, 2017
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0
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118,071
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$
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11.8118
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Open market sale
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May 25, 2017
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0
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42,794
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$
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11.8430
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Open market sale
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May 26, 2017
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0
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739,135
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$
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11.1979
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Open market sale
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May 30, 2017
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0
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175,000
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$
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11.2136
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Open market sale
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June 8, 2017
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0
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460,281
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$
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10.7191
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Open market sale
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June 9, 2017
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0
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60,000
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$
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10.6796
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Open market sale
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June 14, 2017
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0
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625,000
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$
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9.7251
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Open market sale
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is amended and restated in its entirety as follows:
Except as otherwise described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended and restated in its entirety as follows:
Not applicable.
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