Amended Statement of Beneficial Ownership (sc 13d/a)
27 October 2020 - 11:01PM
Edgar (US Regulatory)
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. 3)1
e.l.f. Beauty, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
26856L103
(CUSIP Number)
MARIO
D. CIBELLI
C/O
Marathon Partners Equity Management, LLC
One Grand Central Place
60 East 42nd Street, Suite 2306
New York, New York 10165
(212) 490-0399
ANDREW FREEDMAN, 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)
October 26, 2020
(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).
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1
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NAME OF REPORTING PERSON
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Marathon Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW YORK
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,475,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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1,475,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,475,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.9%*
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 100,000 Shares underlying certain call options.
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1
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NAME OF REPORTING PERSON
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Marathon Focus Fund L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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180,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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180,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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180,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 1%
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14
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
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Marathon Partners LUX Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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870,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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870,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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870,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.7%*
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14
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TYPE OF REPORTING PERSON
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PN
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* Includes 125,000 Shares underlying certain call options.
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1
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NAME OF REPORTING PERSON
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Cibelli Research & Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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-0-
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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1,050,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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1,050,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,050,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1%*
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14
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TYPE OF REPORTING PERSON
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OO
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* Includes 125,000 Shares underlying certain call options.
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1
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NAME OF REPORTING PERSON
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Marathon Partners Equity Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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DELAWARE
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,525,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,525,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,525,000*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.98%*
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14
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TYPE OF REPORTING PERSON
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IA
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* Includes 225,000 Shares underlying certain call options.
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1
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NAME OF REPORTING PERSON
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Mario D. Cibelli
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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10,200
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,525,000*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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10,200
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10
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SHARED DISPOSITIVE POWER
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2,525,000*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,535,200*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.99%*
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14
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TYPE OF REPORTING PERSON
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IN
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* Includes 225,000 Shares underlying certain call options.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
and restated as follows:
The Shares purchased
by each of Partners LP, Focus Fund and Lux Fund 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. The aggregate purchase price of the
1,475,000 Shares beneficially owned by Partners LP is approximately $16,780,203, excluding brokerage commissions. The aggregate
purchase price of the 180,000 Shares beneficially owned by Focus Fund is approximately $1,989,105, excluding brokerage commissions.
The aggregate purchase price of the 870,000 Shares beneficially owned by Lux Fund is approximately $7,690,252, excluding brokerage
commissions.
The Shares held in
Mr. Cibelli’s personal accounts and in the accounts of his family members were purchased in the open market with personal
funds. The aggregate purchase price of the 10,200 Shares held in Mr. Cibelli’s personal accounts and in the accounts of his
family members is approximately $204,123, excluding brokerage commissions.
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Item 5.
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Interest in Securities of the Issuer.
|
Items 5(a) –
(c) and (e) are hereby amended and restated as follows:
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 50,721,893 Shares outstanding, which is the total number of Shares
outstanding as of July 31, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 6, 2020.
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(a)
|
As of the close of business on October 26, 2020, Partners LP beneficially owned 1,475,000
Shares.
|
Percentage: Approximately
2.9%
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(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,475,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,475,000
|
|
(c)
|
The transactions in the Shares by Partners LP during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on October 26, 2020, Focus Fund beneficially owned 180,000 Shares.
|
Percentage: Less than
1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 180,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 180,000
|
|
(c)
|
The transactions in the Shares by Focus Fund during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on October 26, 2020, Lux Fund beneficially owned 870,000 Shares.
|
Percentage: Approximately
1.7%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 870,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 870,000
|
|
(c)
|
The transactions in the Shares by Lux Fund during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Cibelli Research, as the general partner of each of Focus Fund and Lux Fund, may be deemed the
beneficial owner of the (i) 180,000 Shares owned by Focus Fund and (ii) 870,000 Shares owned by Lux Fund.
|
Percentage: Approximately
2.1%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,050,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,050,000
|
|
(c)
|
Cibelli Research has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Focus Fund and Lux Fund during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
|
|
(a)
|
Marathon Partners, as the investment manager of each of Partners LP, Focus Fund and Lux Fund and
the general partner of Partners LP, may be deemed the beneficial owner of the (i) 1,475,000 Shares
owned by Partners LP; (ii) 180,000 Shares owned by Focus Fund and (iii) 870,000 Shares owned by Lux Fund.
|
Percentage: Approximately
4.98%
|
(b)
|
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,525,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,525,000
|
|
(c)
|
Marathon Partners has not entered into any transactions in the Shares during the past sixty days.
The transactions in the Shares on behalf of each of Partners LP, Focus Fund and Lux Fund during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
|
(a)
|
As of the close of business on October 26, 2020, 10,200 Shares were held in Mr. Cibelli’s
personal accounts and in the accounts of his family members. Mr. Cibelli, as the managing member of each of Cibelli Research and
Marathon Partners, may be deemed the beneficial owner of the (i) 1,475,000 Shares owned by
Partners LP; (ii) 180,000 Shares owned by Focus Fund and (iii) 870,000 Shares owned by Lux Fund.
|
Percentage: Approximately
4.99%
|
(b)
|
1. Sole power to vote or direct vote: 10,200
2. Shared power to vote or direct vote: 2,525,000
3. Sole power to dispose or direct the disposition: 10,200
4. Shared power to dispose or direct the disposition: 2,525,000
|
|
(c)
|
Mr. Cibelli has not entered into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Partners LP, Focus Fund and Lux Fund, during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
|
The filing of this
Schedule 13D shall not be deemed 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 securities of the Issuer that he or it does not directly own. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly
own.
|
(e)
|
As of October 26, 2020, the Reporting Persons ceased to collectively beneficially own 5% or more
of the Issuer’s outstanding Shares.
|
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: October 27, 2020
|
Marathon Partners L.P
|
|
|
|
By:
|
Marathon Partners Equity
Management, LLC, its General Partner
|
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
Marathon Focus Fund L.P.
|
|
|
|
By:
|
Cibelli Research & Management, LLC,
its General Partner
|
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
Marathon Partners LUX Fund, L.P.
|
|
|
|
By:
|
Cibelli Research & Management, LLC,
its General Partner
|
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
Cibelli Research & Management, LLC
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
Marathon Partners Equity Management, LLC
|
|
|
|
By:
|
/s/ Mario D. Cibelli
|
|
|
Name:
|
Mario D. Cibelli
|
|
|
Title:
|
Managing Member
|
|
/s/ Mario D. Cibelli
|
|
MARIO D. CIBELLI
|
SCHEDULE A
Transactions in the Shares of
the Issuer During the Past Sixty Days
Nature of the Transaction
|
Securities
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase / Sale
|
MARATHON FOCUS FUND L.P.
Purchase of Common Stock
|
2,500
|
18.8204
|
09/29/2020
|
Sale of Common Stock
|
(5,000)
|
21.5075
|
10/09/2020
|
Sale of December 18, 2020 Call Option ($15.00 Strike Price)
|
(100)
|
6.8435
|
10/09/2020
|
Sale of Common Stock
|
(2,500)
|
21.9693
|
10/12/2020
|
MARATHON PARTNERS L.P.
Purchase of Common Stock
|
25,000
|
17.6032
|
09/21/2020
|
Purchase of Common Stock
|
25,000
|
18.4977
|
09/22/2020
|
Purchase of Common Stock
|
25,000
|
19.0022
|
09/23/2020
|
Purchase of Common Stock
|
25,000
|
18.5341
|
09/24/2020
|
Purchase of Common Stock
|
12,500
|
18.8204
|
09/29/2020
|
Purchase of Common Stock
|
12,500
|
18.3688
|
09/30/2020
|
MARATHON PARTNERS LUX FUND, L.P.
Sale of Common Stock
|
(15,000)
|
18.8573
|
08/27/2020
|
Sale of Common Stock
|
(37,500)
|
19.3080
|
08/28/2020
|
Sale of Common Stock
|
(12,500)
|
19.8681
|
09/01/2020
|
Purchase of Common Stock
|
15,000
|
18.5672
|
09/09/2020
|
Purchase of Common Stock
|
10,000
|
18.8100
|
09/10/2020
|
Purchase of Common Stock
|
12,500
|
17.9479
|
09/11/2020
|
Purchase of Common Stock
|
25,000
|
17.7642
|
09/15/2020
|
Sale of Common Stock
|
(12,500)
|
17.8739
|
09/16/2020
|
Sale of Common Stock
|
(37,500)
|
17.9957
|
09/17/2020
|
Sale of Common Stock
|
(12,500)
|
18.5349
|
09/18/2020
|
Sale of Common Stock
|
(37,500)
|
18.7476
|
09/22/2020
|
Sale of Common Stock
|
(12,500)
|
18.6816
|
09/28/2020
|
Sale of Common Stock
|
(12,500)
|
18.4423
|
09/30/2020
|
Sale of Common Stock
|
(12,500)
|
18.5681
|
10/02/2020
|
Sale of Common Stock
|
(12,500)
|
19.6523
|
10/05/2020
|
Sale of Common Stock
|
(2,500)
|
20.8948
|
10/07/2020
|
Sale of Common Stock
|
(25,000)
|
21.5075
|
10/09/2020
|
Sale of Common Stock
|
(5,000)
|
21.9693
|
10/12/2020
|
Sale of Common Stock
|
(2,500)
|
21.5814
|
10/13/2020
|
Sale of Common Stock
|
(2,500)
|
21.6350
|
10/14/2020
|
Sale of Common Stock
|
(2,500)
|
21.2201
|
10/15/2020
|
Sale of Common Stock
|
(2,500)
|
21.3380
|
10/16/2020
|
Sale of Common Stock
|
(2,500)
|
21.0310
|
10/19/2020
|
Sale of Common Stock
|
(2,500)
|
21.0800
|
10/20/2020
|
Sale of Common Stock
|
(2,500)
|
20.9917
|
10/21/2020
|
Sale of Common Stock
|
(15,000)
|
21.0182
|
10/22/2020
|
Sale of Common Stock
|
(12,500)
|
21.2968
|
10/23/2020
|
Sale of Common Stock
|
(40,000)
|
21.1282
|
10/26/2020
|
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