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. 8)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 9401 Wilshire Blvd, Suite 705 Beverly Hills, CA 90212 (310) 729-8588

STEVEN E. LITT 4010 Capital, LLC 48 Brookridge Drive Greenwich, CT 06830 646-863-8024

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 22, 2018

(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).

	1		NAME OF REPORTING PERSON
				Legion Partners, L.P. I
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							711,487
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							711,487
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				711,487
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				3.57%
	14		TYPE OF REPORTING PERSON
				PN

  

1

NAME OF REPORTING PERSON

Legion Partners, L.P. II

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

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

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

28,785

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

28,785

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

28,785

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

	1		NAME OF REPORTING PERSON
				Legion Partners Special Opportunities, L.P. VIII
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				WC
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							260,872
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							260,872
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				260,872
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				1.31%
	14		TYPE OF REPORTING PERSON
				PN

  

 

	1		NAME OF REPORTING PERSON
				Legion Partners, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,001,144
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,001,144
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,001,144
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.03%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Legion Partners Asset Management, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,001,144
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,001,144
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,001,144
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.03%
	14		TYPE OF REPORTING PERSON
				IA

  

 

	1		NAME OF REPORTING PERSON
				Legion Partners Holdings, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				Delaware
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,001,244
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,001,244
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,001,244
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.03%
	14		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				Christopher S. Kiper
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,001,244
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,001,244
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,001,244
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.03%
	14		TYPE OF REPORTING PERSON
				IN

  

 

	1		NAME OF REPORTING PERSON
				Raymond White
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		SOURCE OF FUNDS
				OO
	5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)															☐
	6		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				7		SOLE VOTING POWER
SHARES
BENEFICIALLY							- 0 -
OWNED BY				8		SHARED VOTING POWER
EACH
REPORTING							1,001,244
PERSON WITH				9		SOLE DISPOSITIVE POWER
							- 0 -
				10		SHARED DISPOSITIVE POWER
							1,001,244
	11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,001,244
	12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES															☐
	13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
				5.03%
	14		TYPE OF REPORTING PERSON
				IN

  

 

1

NAME OF REPORTING PERSON

4010 Partners, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

WC

5

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

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

33,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

33,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,000

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

PN

  

 

1

NAME OF REPORTING PERSON

4010 General Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

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

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

33,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

33,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,000

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

4010 Capital, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

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

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

33,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

33,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,000

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

OO

  

 

1

NAME OF REPORTING PERSON

Steven E. Litt

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

AF

5

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

☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

7

SOLE VOTING POWER

SHARES

BENEFICIALLY

- 0 -

OWNED BY

8

SHARED VOTING POWER

EACH

REPORTING

33,000

PERSON WITH

9

SOLE DISPOSITIVE POWER

- 0 -

10

SHARED DISPOSITIVE POWER

33,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

33,000

12

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

☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

14

TYPE OF REPORTING PERSON

IN

  

The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (the “Amendment No. 8”). This Amendment No. 8 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 in its entirety as follows:

 

The Shares purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special VIII, Legion Partners Holdings and 4010 Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.

 

The aggregate purchase price of the 711,487 Shares owned directly by Legion Partners I is approximately $20,458,529, including brokerage commissions. The aggregate purchase price of the 28,785 Shares owned directly by Legion Partners II is approximately $799,897, including brokerage commissions. The aggregate purchase price of the 260,872 Shares owned directly by Legion Partners Special VIII is approximately $8,186,749, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings is approximately $3,827, including brokerage commissions. The aggregate purchase price of the 33,000 Shares beneficially owned by 4010 Partners is approximately $972,375, including brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated in their entirety as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 19,915,132 Shares outstanding as of June 1, 2018, 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 June 14, 2018.

A.

Legion Partners I

(a)

As of the close of business on August 24, 2018, Legion Partners I beneficially owned 711,487 Shares.

Percentage: Approximately 3.57%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 711,487 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 711,487

 

(c)

The transactions in the Shares by Legion Partners I since the filing of Amendment No. 7 are set forth in Schedule A and are incorporated herein by reference.

B.

Legion Partners II

(a)

As of the close of business on August 24, 2018, Legion Partners II beneficially owned 28,785 Shares.

Percentage: Less than 1.0%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 28,785 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 28,785

 

(c)

The transactions in the Shares by Legion Partners II since the filing of Amendment No. 7 are set forth in Schedule A and are incorporated herein by reference.

C.

Legion Partners Special VIII

(a)

As of the close of business on August 24, 2018, Legion Partners Special VIII beneficially owned 260,872 Shares.

Percentage: Approximately 1.31%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 260,872 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 260,872

 

(c)

The transactions in the Shares by Legion Partners Special VIII since the filing of Amendment No. 7 are set forth in Schedule A and are incorporated herein by reference.

D.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special VIII, Legion Partners, LLC may be deemed the beneficial owner of the (i) 711,487 Shares owned by Legion Partners I, (ii) 28,785 Shares owned by Legion Partners II, and (iii) 260,872 Shares owned by Legion Partners Special VIII.

Percentage: Approximately 5.03%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,001,144 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,001,144

 

(c)

Legion Partners, LLC has not entered into any transactions in the Shares since the filing of Amendment No. 7.

E.

Legion Partners Asset Management

(a)

Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special VIII, may be deemed the beneficial owner of the (i) 711,487 Shares owned by Legion Partners I, (ii) 28,785 Shares owned by Legion Partners II, and (iii) 260,872 Shares owned by Legion Partners Special VIII.

Percentage: Approximately 5.03%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,001,144 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,001,144

 

(c)

Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 7.

F.

Legion Partners Holdings

(a)

As of the close of business on August 24, 2018, 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, LLC, may be deemed the beneficial owner of the (i) 711,487 Shares owned by Legion Partners I, (ii) 28,785 Shares owned by Legion Partners II, and (iii) 260,872 Shares owned by Legion Partners Special VIII.

Percentage: Approximately 5.03%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,001,244 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,001,244

 

(c)

Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 7.

G.

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) 711,487 Shares owned by Legion Partners I, (ii) 28,785 Shares owned by Legion Partners II, (iii) 260,872 Shares owned by Legion Partners Special VIII, and (iv) 100 Shares owned by Legion Partners Holdings.

Percentage: Approximately 5.03%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,001,244 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,001,244

 

(c)

None of Messrs. Kiper or White has entered into any transactions in the Shares since the filing of Amendment No. 7.

H.

4010 Partners

(a)

As of the close of business on August 24, 2018, 4010 Partners beneficially owned 33,000 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,000

 

(c)

The transactions in the Shares by 4010 Partners since the filing of Amendment No. 7 are set forth in Schedule A and are incorporated herein by reference.

I.

4010 General Partner

(a)

As the general partner of 4010 Partners, 4010 General Partner may be deemed to beneficially own the 33,000 Shares beneficially owned by 4010 Partners.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,000

 

(c)

4010 General Partner has not entered into any transactions in the Shares since the filing of Amendment No. 7.

J.

4010 Capital

(a)

As the investment manager to 4010 Partners, 4010 Capital may be deemed to beneficially own the 33,000 Shares beneficially owned by 4010 Partners.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,000

 

(c)

4010 Capital has not entered into any transactions in the Shares since the filing of Amendment No. 7.

K.

Mr. Litt

(a)

As the managing member of 4010 General Partner, Mr. Litt may be deemed to beneficially own the 33,000 Shares beneficially owned by 4010 Partners.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 33,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 33,000

 

(c)

Mr. Litt has not entered into any transactions in the Shares since the filing of Amendment No. 7.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.

17

Item 6.

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

Item 6 is hereby amended and restated to add the following:

Schedule A is incorporated herein by reference, to this Item 6.

Legion Partners I has sold short in over the counter market American-style call options, referencing 71,000 Shares, which have an exercise price of $45.00 per Share and expire on September 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein. Legion Partners I has sold short in over the counter market American-style call options, referencing 223,500 Shares, which have an exercise price of $50.00 per Share and expire on December 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein.

Legion Partners II has sold short in over the counter market American-style call options, referencing 2,900 Shares, which have an exercise price of $45.00 per Share and expire on September 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein. Legion Partners II has sold short in over the counter market American-style call options, referencing 9,000 Shares, which have an exercise price of $50.00 per Share and expire on December 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein.

Legion Partners Special VIII has sold short in over the counter market American-style call options, referencing 26,100 Shares, which have an exercise price of $45.00 per Share and expire on September 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein. Legion Partners Special VIII has sold short in over the counter market American-style call options, referencing 81,900 Shares, which have an exercise price of $50.00 per Share and expire on December 21, 2018, as further detailed in Schedule A hereto, which is incorporated by reference herein.

1040 Partners has sold short in over the counter market American-style call options, referencing 2,500 Shares, which have an exercise price of $45.00 per Share and expire on October 19, 2018. 1040 Partners has sold short in over the counter market American-style call options, referencing 5,500 Shares, which have an exercise price of $50.00 per Share and expire on December 21, 2018.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Joint Filing Agreement by and among Legion Partners, L.P. I, a Delaware limited partnership; Legion Partners, L.P. II, a Delaware limited partnership; Legion Partners Special Opportunities, L.P. VIII, a Delaware limited partnership; Legion Partners, LLC, a Delaware limited liability company; Legion Partners Asset Management, LLC;, a Delaware limited liability company; Legion Partners Holdings, LLC, a Delaware limited liability company; Christopher S. Kiper; Raymond White; 4010 Partners, LP, a Delaware limited partnership; 4010 Partners, LLC, a Delaware limited liability company; 4010 Capital, LLC, a Delaware limited liability company; and Steven E. Litt, dated August 24, 2018.

18

SIGNATURES

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

Dated: August 24, 2018 

 

	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 Special Opportunities, L.P. VIII
	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

19

	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

 

 

	/s/ Christopher S. Kiper
	Christopher S. Kiper

 

 

	/s/ Raymond White
	Raymond White

 

	4010 Partners, LP   By: 4010 General Partner, LLC, its General Partner
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

 

	4010 General Partner, LLC
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

 

	4010 Capital, LLC
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

	/s/ Steven E. Litt
	Steven E. Litt

 

20

SCHEDULE A

 

Transactions in the Shares Since the Filing of Amendment No. 7 to the Schedule 13D

 

Nature of Transaction

Date of Purchase/Sale

Securities Purchased/(Sold)

Price ($)

 

Legion Partners, L.P. I

Purchase of December 2018 Put Option ($35 Strike Price)1	08/17/2018	284	$1.72
Sale of December 2018 Call Option ($50 Strike Price)2	08/17/2018	(102)	$2.80
Sale of December 2018 Call Option ($50 Strike Price)2	08/20/2018	(777)	$3.02
Sale of December 2018 Call Option ($50 Strike Price)2	08/21/2018	(507)	$3.12
Sale of September 2018 Call Option ($45 Strike Price)2	08/22/2018	(459)	$3.57
Sale of Common Stock	08/22/2018	(1,066)	$46.43
Sale of September 2018 Call Option ($45 Strike Price)2	08/23/2018	(251)	$3.40

Sale of Common Stock

08/23/2018

(19,534)

$46.46

 

Legion Partners, L.P. II

Purchase of December 2018 Put Option ($35 Strike Price)1	08/17/2018	19	$1.72
Sale of December 2018 Call Option ($50 Strike Price)2	08/17/2018	(4)	$2.80
Sale of December 2018 Call Option ($50 Strike Price)2	08/20/2018	(32)	$3.02
Sale of December 2018 Call Option ($50 Strike Price)2	08/21/2018	(20)	$3.12
Sale of September 2018 Call Option ($45 Strike Price)2	08/22/2018	(19)	$3.57
Sale of Common Stock	08/22/2018	(43)	$46.43
Sale of September 2018 Call Option ($45 Strike Price)2	08/23/2018	(10)	$3.40

Sale of Common Stock

08/23/2018

(792)

$46.46

 

Legion Partners SPECIAL OPPORTUNITIES, L.P. VIII

Purchase of December 2018 Put Option ($35 Strike Price)1	08/17/2018	54	$1.72
Sale of December 2018 Call Option ($50 Strike Price)2	08/17/2018	(37)	$2.80
Sale of December 2018 Call Option ($50 Strike Price)2	08/20/2018	(285)	$3.02
Sale of December 2018 Call Option ($50 Strike Price)2	08/21/2018	(186)	$3.12
Sale of September 2018 Call Option ($45 Strike Price)2	08/22/2018	(168)	$3.57
Sale of Common Stock	08/22/2018	(391)	$46.43
Sale of September 2018 Call Option ($45 Strike Price)2	08/23/2018	(93)	$3.40

Sale of Common Stock

08/23/2018

(7,164)

$46.46

 

4010 Partners, LP

 

Sale of October 2018 Call Option ($45.00 Strike Price)2

08/23/2018

(25)

$3.98

Sale of Common Stock

08/23/2018

(2,000)

$46.20

 

¹ Represents American-style put options bought to cover a short position in the over-the-counter market.

 

 ² Represents American-style call options sold short in the over-the-counter market.

 

21

 

 Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13d (including amendments) with respect to the Shares of common stock, $0.001 par value per share, of Genesco, Inc.. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: August 24, 2018 

 

	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 Special Opportunities, L.P. VIII
	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

22

	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

 

 

	/s/ Christopher S. Kiper
	Christopher S. Kiper

 

 

	/s/ Raymond White
	Raymond White

 

	4010 Partners, LP   By: 4010 General Partner, LLC, its General Partner
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

 

	4010 General Partner, LLC
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

 

	4010 Capital, LLC
	By:	/s/ Steven E. Litt
		Name:	Steven E. Litt
		Title:	Managing Member

 

	/s/ Steven E. Litt
	Steven E. Litt

 

23