This Statement on Schedule 13D is the tenth amendment to an initial statement on Schedule 13D previously filed with the Securities and Exchange Commission on June 29, 2001, as amended on May 28, 2004, September 8, 2005, March 16, 2006, September 8, 2006, December 20, 2007, January 8, 2009, May 24, 2010, May 27, 2010 and on January 21, 2011 (the “Schedule 13D”). This Amendment No. 10 is filed by the Reporting Person in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information which has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 20, 2015, Aerin Lauder Zinterhofer, as sole trustee of The Aerin Lauder Zinterhofer 2008 Grantor Retained Annuity Trust (the “ALZ 2008 GRAT”), caused the transfer by the ALZ 2008 GRAT of 9,751,892 shares of the Class B Common Stock, par value $.01 per share of the Issuer (“Class B Common Stock) to the Reporting Person (the “Transaction”). At the time of the Transaction, the Reporting Person was the sole beneficiary of the ALZ 2008 GRAT by reason of having accepted, on such date, a transfer from Aerin Lauder Zinterhofer of all of her interest in the ALZ 2008 GRAT for no consideration and already being the remainder interest holder of the ALZ 2008 GRAT.
ITEM 4. PURPOSE OF TRANSACTION
The distribution was for estate planning purposes. The Reporting Person currently does not have any plans or proposals of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, except that the Reporting Person may acquire additional shares of Class B Common Stock in private transactions or additional shares of Class A Common Stock in open market transactions, in each case for investment purposes, and may dispose of shares of Class B Common Stock in private transactions or shares of Class A Common Stock (or Class B Common Stock, after conversion into Class A Common Stock) in open market transactions or otherwise. Any decision of the Reporting Person either to purchase additional shares of Class A Common Stock or Class B Common Stock or to dispose of any such shares will take into account various factors, including general economic and stock market considerations.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of April 20, 2015, the Reporting Person beneficially owned 11,196,516 shares of Class A Common Stock via its holding of the same number of shares of Class B Common Stock.
Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer’s Certificate of Incorporation. Assuming conversion of all such shares of Class B Common Stock beneficially owned by the Reporting Person, the Reporting Person would beneficially own 11,196,516 shares of Class A Common Stock, which would constitute 4.6% of the number of shares of Class A Common Stock outstanding (based on the number of shares of Class A Common Stock outstanding as of January 29, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014).
Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders, and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the 11,196,516 shares of Class B Common Stock beneficially owned by the Reporting Person constitute 6.5% of the aggregate voting power of the Issuer.
(b) Richard D. Parsons, as the sole trustee of the Reporting Person, has sole voting and dispositive power with respect to the 11,196,516 shares of Class B Common Stock owned by the Reporting Person. However, Aerin Lauder Zinterhofer, as grantor of the Reporting Person, has the power to amend and revoke the trust and to direct certain distributions.
(c) The Reporting Person has not had any other transactions in the Class A Common Stock that were effected during the past 60 days.
(d) Richard D. Parsons, as the sole trustee of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 11,196,516 shares of Class B Common Stock owned by the Reporting Person. Aerin Lauder Zinterhofer, as the beneficiary of the Reporting Person, has the right to receive such amounts of income and principal from the Reporting Person as she shall request or as the trustee of the Reporting Person shall deem advisable.
(e) Not applicable.