This Amendment No. 22 to Schedule 13D (this Amendment) relates to shares of
common stock, par value $0.01 per share (the Common Stock), of Lands End, Inc., a Delaware corporation (the Issuer). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange
Commission by ESL Partners, L.P., a Delaware limited partnership (Partners), RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Investments, Inc., a Delaware corporation (ESL), and Edward S. Lampert, a
United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in
the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (SEC).
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented as follows:
Through various open market sales between August 13, 2019 and December 18, 2019, Partners divested beneficial ownership for
purposes of Section 13(d) of the Act of an aggregate of 328,737 shares of Common Stock that were held in the Liability Accounts controlled by Partners or its designee that were established on behalf of, and for the benefit of, those Redeeming
Limited Partners that previously redeemed all of their interest in Partners in lieu of Partners withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of
satisfying the relevant Redeeming Limited Partners share of any contingent liabilities of, or claims against, Partners. These divestures of Common Stock were made at the direction and for the benefit of these Redeeming Limited Partners.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act
or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or
otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
As of the time of filing on December 19, 2019, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of
the Issuer set forth in the table below.
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REPORTING
PERSON
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
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PERCENTAGE
OF
OUTSTANDING
SHARES
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SOLE
VOTING
POWER
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SHARED
VOTING
POWER
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SOLE
DISPOSITIVE
POWER
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SHARED
DISPOSITIVE
POWER
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ESL Partners, L.P.
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20,488,003
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(1)(2)
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63.3
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%(3)
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4,698,363
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(2)
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0
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4,698,363
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(2)
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15,789,640
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(1)
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RBS Partners, L.P.
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20,488,003
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(1)(2)
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63.3
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%(3)
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4,698,363
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(2)
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0
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4,698,363
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(2)
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15,789,640
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(1)
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ESL Investments, Inc.
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20,488,003
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(1)(2)
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63.3
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%(3)
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4,698,363
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(2)
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0
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4,698,363
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(2)
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15,789,640
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(1)
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Edward S. Lampert
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20,488,003
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(1)(2)
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63.3
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%(3)
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20,488,003
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(1)(2)
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0
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4,698,363
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(2)
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15,789,640
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(1)
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(1)
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This number includes 15,789,640 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed
to have shared dispositive power over, and to indirectly beneficially own, securities beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own,
such securities.
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