- Amended Statement of Ownership (SC 13G/A)
07 July 2011 - 7:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Pep Boys Manny, Moe & Jack
(Name of Issuer)
Common Stock
(Title of Class of Securities)
713278109
(CUSIP Number)
July 1, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
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Rule 13d-1(b)
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þ
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting persons 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.
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).
Persons who respond to the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMD control number.
SEC 1745 (3-06)
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1
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NAMES OF REPORTING PERSONS
Glenhill Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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4,553,200
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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4,553,200
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,553,200
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.64%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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1
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NAMES OF REPORTING PERSONS
Glenn J. Krevlin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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United States
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5
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SOLE VOTING POWER
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NUMBER OF
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4,553,200
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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4,553,200
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,553,200
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.64%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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1
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NAMES OF REPORTING PERSONS
Glenhill Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,553,200
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,553,200
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,553,200
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.64%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, HC
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1
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NAMES OF REPORTING PERSONS
Glenhill Capital Overseas Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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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
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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,424,800
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH:
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8
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SHARED DISPOSITIVE POWER
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4,424,800
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,424,800
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.40%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Item 1(a). Name of Issuer:
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The Pep Boys Manny, Moe & Jack
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Item 1(b). Address of Issuers Principal Executive Offices:
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3111 W. Allegheny Ave.
Philadelphia, PA 19132
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Item 2(a). Name of Person Filing:
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Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital
Management, LLC and Glenhill Capital Overseas Master Fund, LP.
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Glenn J. Krevlin is the managing member and control person of
Glenhill Advisors, LLC. Glenhill Advisors, LLC is the managing
member of Glenhill Capital Management, LLC. Glenhill Capital
Management, LLC is the general partner and investment advisor
of Glenhill Capital LP, managing member of Glenhill Long
Equities Fund GP, LLC and sole shareholder of Glenhill Capital
Overseas GP, Ltd. Glenhill Long Equities Fund GP, LLC is
general partner of Glenhill Long Equities Master Fund LP, a
security holder of the Issuer. Glenhill Capital Overseas GP,
Ltd. is general partner of Glenhill Capital Overseas Master
Fund, LP, a security holder of the Issuer.
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Pursuant to an internal restructuring (the Restructuring)
effective July 1, 2011, Glenhill Capital LP transferred all of
the shares of Common Stock of the Issuer held by it to Glenhill
Capital Overseas Master Fund, LP. Accordingly, as of July 1,
2011, Glenhill Capital LP does not beneficially own any shares
of the Issuers Common Stock as a result of the Restructuring.
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Item 2(b). Address of Principal Business Office or, if none, Residence:
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156 West 56
th
Street, 17
th
Floor
New York, NY 10019
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Item 2(c). Citizenship:
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See the response(s) to Item 4 on the attached cover page(s).
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Item 2(d). Title of Class of Securities:
Item 2(e). CUSIP Number:
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Item 3.
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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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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1:
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(a)
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Amount Beneficially owned:
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See the response(s) to Item 9 on the attached cover page(s).
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(b)
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Percent of Class:
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See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing
the number of shares beneficially held by the Reporting Person by 52,673,823, the number of
shares of Common Stock issued and outstanding as reported in the Issuers Form 10-Q filed with
the Securities and Exchange Commission on June 7, 2011.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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See the response(s) to Item 5 on the attached cover page(s).
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(ii)
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Shared power to vote or to direct the vote:
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See the response(s) to Item 6 on the attached cover page(s).
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(iii)
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Sole power to dispose or to direct the disposition of:
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See the response(s) to Item 7 on the attached cover page(s).
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(iv)
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Shared power to dispose or to direct the disposition of:
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See the response(s) to Item 8 on the attached cover page(s).
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Item 5. Ownership of Five Percent or Less of a Class.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
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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.
DATE:
July 6, 2011
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GLENHILL ADVISORS, LLC
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By:
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/s/ GLENN J. KREVLIN
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Name:
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Glenn J. Krevlin
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Title:
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Managing Member
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/s/ GLENN J. KREVLIN
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Name:
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Glenn J. Krevlin
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GLENHILL CAPITAL MANAGEMENT, LLC
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By:
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GLENHILL ADVISORS, LLC
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Managing Member
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By:
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/s/ GLENN J. KREVLIN
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Name:
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Glenn J. Krevlin
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Title:
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Managing Member
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GLENHILL CAPITAL OVERSEAS MASTER FUND, LP
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By:
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GLENHILL CAPITAL OVERSEAS GP, LTD.
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General Partner
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By:
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GLENHILL CAPITAL MANAGEMENT, LLC
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Sole Shareholder
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By:
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GLENHILL ADVISORS, LLC
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Managing Member
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By:
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/s/ GLENN J. KREVLIN
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Name:
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Glenn J. Krevlin
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Title:
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Managing Member
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