UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
FINISH LINE INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
317923100
(CUSIP Number)
Cameron Olsen
Unit A, Brook Park East
Shirebrook
NG20 8RY
United Kingdom
+44 845 1299 289
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 11, 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.
*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. 317923100 |
| 1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sports Direct International plc |
| 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 ITEMS 2(d) or 2(e) o |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
3,328,600 shares of common stock (See Item 5)* |
| 8 |
SHARED VOTING POWER
* | |
| 9 |
SOLE DISPOSITIVE POWER
3,328,600 shares of common stock (see Item 5)* | |
| 10 |
SHARED DISPOSITIVE POWER
* |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,074,181* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%* |
| 14 |
TYPE OF REPORTING PERSON
CO |
* Beneficial ownership over 10,745,581 of the Shares is disclaimed as interests are economic interests held through contracts for differences, the terms of which do not confer voting rights or dispositive power.
The following constitutes Amendment No. 27 (“Amendment No. 27”) to the Schedule 13D filed by the undersigned on April 14, 2017 as amended by Amendment No. 1 thereto filed on May 19, 2017, Amendment No. 2 thereto filed on May 22, 2017, Amendment No. 3 thereto filed on May 25, 2017, Amendment No. 4 thereto filed on June 5, 2017, Amendment No. 5 thereto filed on June 7, 2017, Amendment No. 6 thereto filed on June 19, 2017, Amendment No. 7 thereto filed on June 20, 2017, Amendment No. 8 thereto filed on June 22, 2017, Amendment No. 9 thereto filed on June 23, 2017, Amendment No. 10 thereto filed on June 27, 2017, Amendment No. 11 thereto filed on July 7, 2017, Amendment No. 12 thereto filed on July 11, 2017, Amendment No. 13 thereto filed on July 13, 2017, Amendment No. 14 thereto filed on July 19, 2017, Amendment No. 15 thereto filed on July 24, 2017, Amendment No. 16 thereto filed on July 25, 2017, Amendment No. 17 thereto filed on July 27, 2017, Amendment No. 18 thereto filed on August 14, 2017, Amendment No. 19 thereto filed on August 16, 2017, Amendment No. 20 thereto filed on August 21, 2017, Amendment No. 21 thereto filed on August 22, 2017, Amendment No. 22 thereto filed on November 1, 2017, Amendment No. 23 thereto filed on November 20, 2017, Amendment No. 24 thereto filed on December 19, 2017, Amendment No. 25 thereto filed on December 20, 2017 and Amendment No. 26 thereto filed on January 8, 2017 (the “Schedule 13D”). This Amendment No. 27 amends the Schedule 13D as specifically set forth.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Person beneficially owns 3,328,600 Shares and has an indirect economic interest in 10,745,581 Shares, representing in aggregate a 35.02% economic interest in the Shares. The indirect economic interest is held through the CFDs with unrelated third parties listed in paragraph (c) of this Item 5.
(b) Pursuant to the CFDs, the Reporting Person does not have the power to vote or direct the vote, or power to dispose or direct the disposition, of the Shares represented by CFDs and, accordingly, beneficial ownership for such Shares is disclaimed pursuant to Rules 13d-4 and 16a-1(a)(4) for Section13(d) and Section 16(a) purposes.
(c) The following table lists each of the purchases and sales by the Reporting Person of Shares during the past 60 days. All purchases included in the table below resulted from the exercise against the Reporting Person of put options described in Item 6.
|
Date of transaction |
Type of transaction |
Number of Shares |
Price per Share (USD) |
| 13 November 2017 | Purchase | 69,400 | 12.00 |
| 14 November 2017 | Purchase | 27,500 | 12.00 |
| 15 November 2017 | Purchase | 10,000 | 12.00 |
| 17 November 2017 | Purchase | 528,200 | 12.00 |
| 17 November 2017 | Purchase | 1,119,600 | 14.00 |
(d) Not known.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following table lists put options entered into by the Reporting Person with respect to Shares of the Issuer.
|
Date of transaction |
Number of Shares referenced by put option |
Strike price (USD) |
Exercise expiry date |
| 11 July 2017 | 220,000 | 14.00 | 16 February 2018 |
| 18 July 2017 | 80,000 | 14.00 | 16 February 2018 |
| 21 July 2017 | 241,900 | 14.00 | 16 February 2018 |
| 24 July 2017 | 500,000 | 14.00 | 16 February 2018 |
| 15 August 2017 | 500,000 | 12.00 | 16 February 2018 |
| 17 August 2017 | 500,000 | 12.00 | 16 February 2018 |
| 18 August 2017 | 200,000 | 12.00 | 16 February 2018 |
The following table lists call options sold by the Reporting Person with respect to Shares of the Issuer beneficially owned by the Reporting Person.
|
Date of transaction |
Number of Shares referenced by call option |
Strike price (USD) |
Exercise expiry date |
| 14 December 2017 | 352,800 | 13.00 | 19 January 2018 |
| 15 December 2017 | 500,000 | 13.00 | 19 January 2018 |
| 15 December 2017 | 500,000 | 13.00 | 18 May 2018 |
| 15 December 2017 | 128,000 | 13.00 | 18 May 2018 |
| 18 December 2017 | 53,100 | 13.00 | 18 May 2018 |
| 18 December 2017 | 23,800 | 13.00 | 18 May 2018 |
| 18 December 2017 | 382,300 | 13.00 | 18 May 2018 |
| 18 December 2017 | 10,000 | 13.00 | 18 May 2018 |
| 18 December 2017 | 313,700 | 13.00 | 19 January 2018 |
| 18 December 2017 | 14,500 | 13.00 | 18 May 2018 |
| 19 December 2017 | 121,300 | 12.00 | 19 January 2018 |
| 19 December 2017 | 50,000 | 12.00 | 19 January 2018 |
| 19 December 2017 | 100,000 | 12.00 | 18 May 2018 |
| 19 December 2017 | 216,900 | 12.00 | 18 May 2018 |
| 19 December 2017 | 222,300 | 12.00 | 18 May 2018 |
| 20 December 2017 | 200,000 | 12.00 | 19 January 2018 |
| 04 January 2018 | 200,000 | 13.00 | 19 January 2018 |
| 04 January 2018 | 103,200 | 13.00 | 19 January 2018 |
| 04 January 2018 | 300,000 | 13.00 | 19 January 2018 |
| 04 January 2018 | 200,000 | 13.00 | 19 January 2018 |
| 04 January 2018 | 100,000 | 13.00 | 19 January 2018 |
| 10 January 2018 | 204,700 | 13.00 | 19 January 2018 |
| 11 January 2018 | 200,000 | 13.00 | 19 January 2018 |
| 11 January 2018 | 300,000 | 13.00 | 19 January 2018 |
| 11 January 2018 | 37,200 | 13.00 | 19 January 2018 |
| 11 January 2018 | 304,900 | 13.00 | 19 January 2018 |
Except for the arrangements described herein, to the best knowledge of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: January 12, 2018
| Sports Direct International plc | ||
| By: | /s/ Cameron Olsen | |
| Name: Cameron Olsen | ||
| Title: Company Secretary | ||