SC 13D/A 1 sc13da409050019_09132021.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

Genesco Inc.

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

371532102

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

12121 Wilshire Blvd, Suite 1240

Los Angeles, California 90025

(424) 253-1773

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 9, 2021

(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 ¨.

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.

1 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. 371532102

NAME OF REPORTING PERSON

Legion Partners, L.P. I

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

878,197*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

878,197*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

878,197*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

NAME OF REPORTING PERSON

Legion Partners, L.P. II

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

47,383

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

47,383

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

47,383

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON

CUSIP No. 371532102

NAME OF REPORTING PERSON

Legion Partners, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

925,580*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

925,580*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

925,580*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

NAME OF REPORTING PERSON

Legion Partners Asset Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

925,580*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

925,580*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

925,580*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

NAME OF REPORTING PERSON

Legion Partners Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

925,680*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

925,680*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

925,680*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

NAME OF REPORTING PERSON

Christopher S. Kiper

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

925,680*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

925,680*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

925,680*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

NAME OF REPORTING PERSON

Raymond T. White

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

- 0 -

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

925,680*

PERSON WITH

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

925,680*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

925,680*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.1%

TYPE OF REPORTING PERSON

*Includes 287,000 Shares underlying certain call options which are currently exercisable.

CUSIP No. 371532102

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 591,197 Shares owned directly by Legion Partners I is approximately $24,466,868, including brokerage commissions. The aggregate purchase price of the 287,000 Shares underlying certain call options owned directly by Legion Partners I is approximately $6,461,180, including brokerage commissions. The aggregate purchase price of the 47,383 Shares owned directly by Legion Partners II is approximately $2,031,423, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings is approximately $3,612, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

The Reporting Persons believe the current market price of the Shares does not reflect the Issuer’s intrinsic value. The Reporting Persons are concerned that the Issuer’s publicly stated strategic plan is flawed especially with respect to the pursuit of “synergistic acquisitions to add growth.” In the Reporting Persons view, the Issuer has an extremely poor track record of executing acquisitions and rather than wasting shareholder resources on such an endeavor, the Reporting Persons believe the capital would be far better utilized repurchasing the Issuer’s Shares.

As of July 31, 2021, the Issuer’s balance sheet had over $304 million in cash (over $20 per share which equates to 33% of the current share price) and an $89.7 million unused share repurchase authorization. The Reporting Persons believe that this unused share repurchase authorization should be utilized, and additional funds should be approved and deployed for share repurchases, in an accelerated manner given the substantial disconnect between the current value of the Issuer’s Shares and their intrinsic value. It is highly disappointing that the Issuer has not made a single repurchase under its existing unused share repurchase authorization since October 2019 given that the Issuer’s stock has consistently traded at dramatically depressed levels since that time. The Reporting Persons believe that this demonstrates that the Issuer is employing a highly flawed capital allocation framework which appears to be focused on preserving liquidity for risky acquisitions rather than share repurchases.

As the Reporting Persons have described in previous filings, the Issuer should sell both its Schuh and Johnston & Murphy businesses and implement a sale-leaseback on owned real estate. The Reporting Persons believe these actions could unlock up to $369 million after tax to be used to fund additional share repurchases which could increase the value of the Issuer’s Shares to more than double their current level of $60. Most importantly, selling Schuh and Johnston & Murphy would allow the Issuer to focus all resources on dramatically improving its underperforming Journeys business as rapidly as possible.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 15,109,062 Shares outstanding as of August 27, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 9, 2021.

CUSIP No. 371532102

Legion Partners I

(a)

As of the close of business on September 13, 2021, Legion Partners I beneficially owned 878,197 Shares, including 287,000 Shares underlying certain call options.

Percentage: 5.8%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 878,197
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 878,197

(c)

The transactions in the Shares by Legion Partners I since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Legion Partners II

(a)

As of the close of business on September 13, 2021, Legion Partners II beneficially owned 47,383 Shares.

Percentage: 0.3%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 47,383
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 47,383

(c)

The transactions in the Shares by Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Legion Partners GP

(a)

Legion Partners GP, as the general partner of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 878,197 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 925,580
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 925,580

(c)

Legion Partners GP has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

CUSIP No. 371532102

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I and Legion Partners II, may be deemed the beneficial owner of the (i) 878,197 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.1%

(b)

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Legion Partners Holdings

(a)

As of the close of business on September 13, 2021, Legion Partners Holdings directly owned 100 Shares. Legion Partners Holdings, as the sole member of Legion Partners Asset Management and sole member of Legion Partners GP, may be deemed the beneficial owner of the (i) 878,197 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I and (ii) 47,383 Shares owned by Legion Partners II.

Percentage: 6.1%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 925,680
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 925,680

(c)

Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 878,197 Shares, including 287,000 Shares underlying certain call options owned by Legion Partners I, (ii) 47,383 Shares owned by Legion Partners II and (iii) 100 Shares owned by Legion Partners Holdings.

Percentage: 6.1%

(b)

CUSIP No. 371532102

(c)

None of Messrs. Kiper and White has entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares on behalf of each of Legion Partners I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Legion Partners I has purchased in the over-the-counter market American-style call options referencing an aggregate of 287,000 Shares, which have a strike price of $40.00 and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

Legion Partners I has sold short in the over-the-counter market American-style call options referencing an aggregate of 46,000 Shares, which have an exercise price of $70 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

Legion Partners II has sold short in the over-the-counter market American-style call options referencing an aggregate of 2,600 Shares, which have an exercise price of $70 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

Legion Partners I has sold short in the over-the-counter market American-style call options referencing an aggregate of 236,700 Shares, which have an exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

Legion Partners II has sold short in the over-the-counter market American-style call options referencing an aggregate of 13,300 Shares, which have an exercise price of $65 per Share and expire on March 18, 2022, as set forth on Schedule A, which is incorporated herein by reference.

CUSIP No. 371532102

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 13, 2021

Legion Partners, L.P. I

By:	Legion Partners Asset Management, LLC Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, L.P. II

By:	Legion Partners Asset Management, LLC Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, LLC

By:	Legion Partners Holdings, LLC Managing Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

Legion Partners Asset Management, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Holdings, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

CUSIP No. 371532102

	/s/ Christopher S. Kiper
	Christopher S. Kiper

	/s/ Raymond T. White
	Raymond T. White

CUSIP No. 371532102

SCHEDULE A

Transactions in the Securities of the Issuer Since the Filing of Amendment No. 3 to the Schedule 13D

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

Price ($)

Date of

Purchase/Sale

Legion partners, l.p. i

Short Sale of March 2022 Call Option ($70.00 Strike Price)¹	(40,100)	$10.1807	08/24/2021
Short Sale of March 2022 Call Option ($70.00 Strike Price)¹	(5,900)	$10.0000	08/27/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)¹	(236,700)	$7.6750	09/09/2021
Purchase of March 2022 Call Option ($40.00 Strike Price)²	287,000	$22.5000	09/09/2021
Sale of Common Stock	(250,000)	$60.0000	09/09/2021

Legion partners, l.p. ii

Short Sale of March 2022 Call Option ($70.00 Strike Price)¹	(2,300)	$10.1807	08/24/2021
Short Sale of March 2022 Call Option ($70.00 Strike Price)¹	(300)	$10.0000	08/27/2021
Short Sale of March 2022 Call Option ($65.00 Strike Price)¹	(13,300)	7.6750	09/09/2021

¹ Represents shares underlying American-style call options sold short in the over-the-counter market with an expiration date of March 18, 2022.

² Represents shares underlying American-style call options bought in the over-the-counter market with an expiration date of March 18, 2022.

SEC Form SC 13D/A filed by Genesco Inc. (Amendment)