Statement of Beneficial Ownership (sc 13d)
June 15 2015 - 1:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
n/a
)*
hhgregg Inc.
(Name of
Issuer)
Common Stock, par value $0.0001 per share
(Title of
Class of Securities)
42833L108
(CUSIP
Number)
Dennis L. May,
hhgregg, Inc.
4151 East 96th Street
Indianapolis,
Indiana
46240
Phone : (317) 848-8710
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 2014
(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.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1 |
NAMES
OF REPORTING PERSONS
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| |
May Dennis |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o |
| (b) | o |
|
|
3 |
SEC
USE ONLY
|
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS
|
|
|
PF |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
|
| o |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
United States of America |
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
|
|
|
1532382 |
|
|
|
|
8 |
SHARED
VOTING POWER
|
|
|
0 |
|
|
|
|
9 |
SOLE
DISPOSITIVE POWER
|
|
|
1532382 |
|
|
|
|
10 |
SHARED
DISPOSITIVE POWER
|
|
|
0 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
1532382 |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
| o |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
14 |
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
|
|
The aggregate percentage of shares of Common Stock reported as owned by Mr. May herein is based upon 27,665,071 outstanding shares of Common Stock as of May 31, 2015, as reported in hhgregg's Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 8, 2015, plus 393,200 shares of Common Stock (which is the number of shares of Common Stock underlying the options held by Mr. May which are exercisable within 60 days of May 31, 2015).
| | The class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates is the common stock, par value $0.0001 per share (the “Common Stock”), of hhgregg, Inc., a Delaware corporation (“hhgregg” or the “Company”). The principal executive offices of the Company are located at 4151 East 96th Street, Indianapolis, Indiana 46240. |
| (a) | The name of the reporting person in this statement is Dennis L. May. |
| (b) | The business address of Mr. May is c/o hhgregg, Inc., 4151 East 96th Street, Indianapolis, Indiana 46240. |
| (c) | Mr. May is the Chief Executive Officer of the hhgregg which serves as a holding company for its wholly-owned subsidiary, Gregg Appliances, Inc., a leading specialty retailer of premium video products, brand name appliances, audio products and accessories. Mr. May is also the Chief Executive Officer of Gregg Appliances, Inc. |
| (d) | During the last five years, Mr. May has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Mr. May has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. May is a citizen of the United States of America. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
| |
| | Prior to the Company’s initial public offering, Mr. May held 1,111,418 shares of Common Stock. Personal funds of Mr. May were used to acquire 13,334 shares of Common Stock upon the exercise of stock options at a strike price of $5.85 per share on December 27, 2010. Mr. May acquired 7,168 and 7,262 shares of Common Stock upon the vesting of restricted stock units on June 2, 2014 and May 30, 2015, respectively. |
| | Mr. May acquired the shares of Common Stock as a personal investment.
Mr. May may determine from time to time in the future, based on market and general economic conditions, the business affairs and financial conditions of the Company, the availability of securities at favorable prices and alternative investment opportunities available to him, and other factors that he may deem relevant, to acquire additional securities of the Company in the open market, in privately negotiated transactions or otherwise, or to sell some or all of the securities he now holds or hereafter acquires as set forth above or otherwise.
Except as stated in response to this Item 4, Mr. May has no current plans or proposals with respect to the Company or its securities of the types enumerated in paragraphs (a) through (j) of Item 4 to the form Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended. |
Item 5. |
Interest
in Securities of the Issuer
|
| |
| (a) | The aggregate number of shares of Common Stock either held of record or beneficially owned by Mr. May represent approximately 5.5% of hhgregg’s outstanding Common Stock. The aggregate percentage of shares of Common Stock reported as owned by Mr. May herein is based upon 27,665,071 outstanding shares of Common Stock as of May 31, 2015, as reported in hhgregg's Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 8, 2015, plus 393,200 shares of Common Stock (which is the number of shares of Common Stock underlying the options held by Mr. May which are exercisable within 60 days of May 31, 2015). |
| (b) | Mr. May is the holder of record of 1,532,382 shares of Common Stock. Mr. May is also the holder of 393,200 options, each to purchase one share of Common Stock, which are exercisable within 60 days of May 31, 2015. Mr. May has sole voting and dispositive power over these shares. |
| | Transaction Date | | Shares or Unites Purchased (Sold) | | Price Per Share or Unit | |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
| |
Item 7. |
Material
to Be Filed as Exhibits
|
| |
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
| hhgregg, Inc. |
|
|
|
|
|
June 11, 2015 | By: |
/s/
Dennis L. May |
|
|
| Chief Executive Officer |
|
|
|
|
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)