Amended Statement of Ownership (sc 13g/a)
15 February 2022 - 01:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
La-Z-Boy Incorporated
(Name of Issuer)
Common Stock,
par value $1.00 per share
(Title of Class of Securities)
505336107
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| * |
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 the disclosures
provided in a prior cover page.
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The information required in 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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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Silvercrest Asset Management Group LLC
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
New York, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
0 shares
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6 |
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Shared Voting Power
2,053,503 shares
Refer to Item 4 below.
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7 |
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Sole Dispositive Power
0 shares
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8 |
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Shared Dispositive Power
2,053,503 shares
Refer to Item 4 below.
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,053,503 shares
Refer to Item 4 below.
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ N/A
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11 |
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Percent of Class Represented by Amount in Row (9)*
4.7%
Refer to Item 4 below.
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12 |
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Type of Reporting Person (See Instructions)
IA, OO
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1 |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Silvercrest L.P.
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
0 shares
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6 |
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Shared Voting Power
2,053,503 shares
Refer to Item 4 below.
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7 |
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Sole Dispositive Power
0 shares
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8 |
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Shared Dispositive Power
2,053,503 shares
Refer to Item 4 below.
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,053,503 shares
Refer to Item 4 below.
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ N/A
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11 |
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Percent of Class Represented by Amount in Row (9)*
4.7%
Refer to Item 4 below.
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12 |
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Type of Reporting Person (See Instructions)
HC, PN
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1 |
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
Silvercrest Asset Management Group Inc.
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2 |
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐ (b) ☒
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3 |
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SEC Use Only
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4 |
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Citizenship or Place of Organization.
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5 |
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Sole Voting Power
0 shares
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6 |
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Shared Voting Power
2,053,503 shares
Refer to Item 4 below.
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7 |
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Sole Dispositive Power
0 shares
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8 |
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Shared Dispositive Power
2,053,503 shares
Refer to Item 4 below.
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
2,053,503 shares
Refer to Item 4 below.
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10 |
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ N/A
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11 |
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Percent of Class Represented by Amount in Row (9)*
4.7%
Refer to Item 4 below.
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12 |
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Type of Reporting Person (See Instructions)
HC, CO
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La-Z-Boy Incorporated
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(b) |
Address of Issuer’s Principal Executive Offices
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One La-Z-Boy Drive
Monroe, Michigan 48162-5138
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(a) |
Name of Person Filing
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Silvercrest Asset Management Group LLC
Silvercrest L.P.
Silvercrest Asset Management Group Inc.
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(b) |
Address of Principal Business Office or, if none,
Residence
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1330 Avenue of the Americas, 38th Floor
New York, NY 10019
Silvercrest Asset Management Group LLC—New York, United States of
America
Silvercrest L.P.—Delaware, United States of America
Silvercrest Asset Management Group Inc.—Delaware, United States of
America
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(d) |
Title of Class of Securities
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Common Stock, $1.00 par value per share
505336107
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a) ☐ |
Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
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(b) ☐ |
Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
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(c) ☐ |
Insurance Company as defined in Section 3(a)(19)
of the Act
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(d) ☐ |
Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e) ☒ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) ☐ |
An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F);
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(g) ☒ |
A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
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(h) ☐ |
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) ☐ |
A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
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(j) ☐ |
A non-U.S.
institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k) ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
As of December 31, 2021, Silvercrest Asset Management Group
LLC (“SAMG LLC”) beneficially owned 2,053,503 shares of Common
Stock, which is 4.7% of the Issuer’s outstanding Common Stock. The
percentage herein is calculated based upon the aggregate total of
the 43,905,858 shares of Common Stock issued and outstanding as of
November 9, 2021, as reported in the Issuer’s Form
10-Q filed with the SEC on
November 16, 2021.
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(a) |
Amount Beneficially Owned
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Silvercrest Asset Management Group LLC—2,053,503 shares
Silvercrest L.P.—2,053,503 shares
Silvercrest Asset Management Group Inc.—2,053,503 shares
Silvercrest Asset Management Group LLC – 4.7%
Silvercrest L.P. – 4.7%
Silvercrest Asset Management Group Inc. – 4.7%
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(c) |
Number of shares as to which such person has:
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(i) |
sole power to vote or to direct the vote
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Silvercrest Asset Management Group LLC - 0 shares
Silvercrest L.P.—0 shares
Silvercrest Asset Management Group Inc.—0 shares
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(ii) |
shared power to vote or to direct the vote
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Silvercrest Asset Management Group LLC—2,053,503 shares
Silvercrest L.P.—2,053,503 shares
Silvercrest Asset Management Group Inc.—2,053,503 shares
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(iii) |
sole power to dispose or to direct the disposition
of
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Silvercrest Asset Management Group LLC - 0 shares
Silvercrest L.P.—0 shares
Silvercrest Asset Management Group Inc.—0 shares
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(iv) |
shared power to dispose or to direct the disposition
of
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Silvercrest Asset Management Group LLC—2,053,503 shares
Silvercrest L.P.—2,053,503 shares
Silvercrest Asset Management Group Inc.—2,053,503 shares
| *** |
Shares reported herein represent shares held by
investment advisory clients of SAMG LLC. Silvercrest L.P. is the
sole member of SAMG LLC. Silvercrest Asset Management Group Inc. is
the general partner of Silvercrest L.P. Each of the Reporting
Persons disclaims beneficial ownership of the shares reported
herein except to the extent of its pecuniary interest therein.
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| Item 5. |
Ownership of Five Percent or Less of a
Class
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
| Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company
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Not applicable.
| Item 8. |
Identification and Classification of Members of the
Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement
is true, complete and correct.
February 14, 2022
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| SILVERCREST ASSET MANAGEMENT GROUP
LLC |
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| By: |
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Silvercrest L.P., its sole member |
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| By: |
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/s/ David J. Campbell
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David J. Campbell |
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Secretary |
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| SILVERCREST L.P. |
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| By: |
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/s/ David J. Campbell
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David J. Campbell |
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Secretary |
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| SILVERCREST ASSET MANAGEMENT GROUP
INC. |
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| By: |
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/s/ David J. Campbell
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David J. Campbell |
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General Counsel and Secretary |
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