1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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JD SPORTS FASHION PLC
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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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☑
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not Applicable (see Item 3 below)
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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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United Kingdom
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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N/A
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8
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SHARED VOTING POWER
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2,670,248 (See Note 1)
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9
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SOLE DISPOSITIVE POWER
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N/A
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10
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SHARED DISPOSITIVE POWER
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N/A
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,670,248 (See Item 5 below)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.2% (See Note 2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) |
The Reporting Person does not own any shares of common stock (“Shares”) of the Issuer, as defined below. However, because the Reporting Person is a party to the Support
Agreement (as defined below), the Reporting Person may be deemed to have shared voting power to vote up to an aggregate of 2,670,248 Shares deemed beneficially owned pursuant to Rule 13d-3 (“Rule 13d-3”) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) with respect to the matters covered by the Support Agreement. Pursuant to Rule 13d-4 (“Rule 13d-4”) under the Exchange Act, the Reporting Person disclaims all such beneficial ownership.
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(2) |
Calculation of percentage based on 41,298,819 Shares issued and outstanding as of March 23, 2018, as represented to the Reporting Person by the Issuer pursuant to the
Merger Agreement (as defined below).
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Item 1. |
Security and Issuer.
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Item 2. |
Identity and Background.
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(a) |
The person filing this statement is JD Sports Fashion plc, a company incorporated in England and Wales (the “Reporting Person”).
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(b) |
The Reporting Person’s business address is Hollinsbrook Way, Pilsworth Bury, Lancashire BL9 8RR, United Kingdom.
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(c) |
The principal business of the Reporting Person is as the leading retailer of sports, fashion and outdoor brands.
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(d) |
During the last five years, neither the Reporting Person nor, to the Reporting Person’s knowledge, any of the persons listed in Annex A has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject
to, federal or state securities laws or finding any violation with respect to such laws.
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(e) |
N/A
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Item 3. |
Source or Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
and (b). The response of the Reporting Person to rows 7 through 13 on the cover page of this Schedule 13D are incorporated by reference herein. As of the date hereof, the
Reporting Person does not own any Shares. However, because of the obligations under the Support Agreement, the Reporting Person may be deemed to have shared voting power to vote up to an aggregate of 2,670,248 Shares deemed
beneficially owned for purposes of Rule 13d-3 in favor of the approval of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement.
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(c) |
Except as set forth in this Schedule 13D with reference to the Merger Agreement and the Support Agreement, neither the Reporting Person nor, to the Reporting Person’s
knowledge, any of the persons listed in Annex A hereto, has effected any transaction in the Shares during the past 60 days.
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(d) |
The Reporting Person has no right to receive dividends from, or the proceeds from the sale of, any Shares subject to the Support Agreement. The Reporting Person will have
no pecuniary interest in Shares unless and until the transactions contemplated by the Merger Agreement are consummated.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to Be Filed as Exhibits.
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Exhibit |
Description
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Exhibit A |
Agreement and Plan of Merger by and among JD Sports Fashion plc, Genesis
Merger Sub, Inc., and The Finish Line, Inc. dated as of March 25, 2018. Incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities Exchange Commission on March 26, 2018 (the
“Form 8-K”).
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Exhibit B |
Voting and Support Agreement by and among JD Sports Fashion plc, Genesis
Merger Sub, Inc., and certain Shareholders of The Finish Line, Inc. dated as of March 25, 2018. Incorporated by reference to Exhibit 10.1 to the Form 8-K.
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JD SPORTS FASHION PLC
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/s/ Brian Small |
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Name
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Chief Financial Officer |
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Title
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April 4, 2018
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Date
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Name and Position
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Present Principal Occupation1
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Directors
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Martin Davies, Non-Executive Director |
Chairman, Sentric Music Limited |
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Andrew Leslie, Non-Executive Director | Retired | ||
Heather Jackson, Non-Executive Director | Managing Director, Actinista 2016 Limited |
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Andy Rubin, Non-Executive Director | Chairman, Pentland Brands; Director, Pentland Group plc |
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Executive Officers
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Peter Cowgill, Executive Chairman |
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Brian Small, Chief Financial Officer |
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