Amended Statement of Beneficial Ownership (sc 13d/a)
April 24 2018 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of
1934
(Amendment No. 32)*
FINISH LINE INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
317923100
(CUSIP Number)
Cameron Olsen
Unit A, Brook Park East
Shirebrook
NG20 8RY
United Kingdom
+44 845 1299 289
(Name, Address and Telephone Number
of Person Authorized
to Receive Notices and Communications)
April 20, 2018
(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.
*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).
1
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sports Direct International plc
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
3,632,000 shares of common stock (See Item 5)*
|
8
|
SHARED VOTING POWER
*
|
9
|
SOLE DISPOSITIVE POWER
3,632,000 shares of common stock (see Item 5)*
|
10
|
SHARED DISPOSITIVE POWER
*
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,957,800*
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%*
|
14
|
TYPE OF REPORTING PERSON
CO
|
* Beneficial ownership over 4,325,800 of the Shares is disclaimed
as interests are economic interests held through contracts for differences, the terms of which do not confer voting rights or dispositive
power.
The following constitutes Amendment No.
32 (“Amendment No. 32”) to the Schedule 13D filed by the undersigned on April 14, 2017 as amended by Amendment No.
1 thereto filed on May 19, 2017, Amendment No. 2 thereto filed on May 22, 2017, Amendment No. 3 thereto filed on May 25, 2017,
Amendment No. 4 thereto filed on June 5, 2017, Amendment No. 5 thereto filed on June 7, 2017, Amendment No. 6 thereto filed on
June 19, 2017, Amendment No. 7 thereto filed on June 20, 2017, Amendment No. 8 thereto filed on June 22, 2017, Amendment No. 9
thereto filed on June 23, 2017, Amendment No. 10 thereto filed on June 27, 2017, Amendment No. 11 thereto filed on July 7, 2017,
Amendment No. 12 thereto filed on July 11, 2017, Amendment No. 13 thereto filed on July 13, 2017, Amendment No. 14 thereto filed
on July 19, 2017, Amendment No. 15 thereto filed on July 24, 2017, Amendment No. 16 thereto filed on July 25, 2017, Amendment No.
17 thereto filed on July 27, 2017, Amendment No. 18 thereto filed on August 14, 2017, Amendment No. 19 thereto filed on August
16, 2017, Amendment No. 20 thereto filed on August 21, 2017, Amendment No. 21 thereto filed on August 22, 2017, Amendment No. 22
thereto filed on November 1, 2017, Amendment No. 23 thereto filed on November 20, 2017, Amendment No. 24 thereto filed on December
19, 2017, Amendment No. 25 thereto filed on December 20, 2017, Amendment No. 26 thereto filed on January 8, 2018, Amendment No.
27 thereto filed on January 12, 2018, Amendment No. 28 thereto filed on January 22, 2018, Amendment No. 29 thereto filed on February
20, 2018, Amendment No. 30 thereto filed on March 28, 2018 and Amendment No. 31 thereto filed on March 29, 2018 (the “Schedule
13D”). This Amendment No. 32 amends the Schedule 13D as specifically set forth.
Item 5. Interest in Securities of the
Issuer
Item 5 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) The Reporting Person beneficially owns 3,632,000 Shares
and has an indirect economic interest in 4,325,800 Shares, representing in aggregate a 19.27% economic interest in the Shares.
The indirect economic interest is held through CFDs with unrelated third parties.
(b) Pursuant to the CFDs, the Reporting Person does not have
the power to vote or direct the vote, or power to dispose or direct the disposition, of the Shares represented by CFDs and, accordingly,
beneficial ownership for such Shares is disclaimed pursuant to Rules 13d-4 and 16a-1(a)(4) for Section13(d) and Section 16(a) purposes.
(c) The following table lists each of the purchases and sales
by the Reporting Person of Shares during the past 60 days. All purchases included in the table below resulted from the exercise
against the Reporting Person of put options with respect to Shares of the Issuer.
Date
of
transaction
|
Type
of
transaction
|
Number
of
Shares
|
Price
per
Share (USD)
|
26 February 2018
|
Sale
|
340,100
|
11.15
|
The following table lists each of the CFD purchases and sales
by the Reporting Person of CFDs in respect of the Shares during the past 60 days. Each of these CFDs were entered into with unrelated
third parties and provide that the parties will exchange the difference in the value of the Shares at the time at which the contract
is agreed and the time at which it is closed.
Date
of
transaction
|
Type
of
transaction
|
Number
of
Shares subject
to the CFD
|
Price
per
Share at the
time CFD
agreed (USD)
|
26 February 2018
|
Purchase
|
340,100
|
11.15
|
27 March 2018
|
Sale
|
131,281
|
13.91
|
27 March 2018
|
Sale
|
65,700
|
13.90
|
27 March 2018
|
Sale
|
187,500
|
12.00
|
27 March 2018
|
Sale
|
430,700
|
13.00
|
28 March 2018
|
Sale
|
15,000
|
12.00
|
28 March 2018
|
Sale
|
40,000
|
13.00
|
29 March 2018
|
Sale
|
2,500
|
12.00
|
29 March 2018
|
Sale
|
93,500
|
12.00
|
29 March 2018
|
Sale
|
137,500
|
12.00
|
2 April 2018
|
Sale
|
8,600
|
12.00
|
2 April 2018
|
Sale
|
4,000
|
12.00
|
2 April 2018
|
Sale
|
3,500
|
12.00
|
2 April 2018
|
Sale
|
48,700
|
12.00
|
2 April 2018
|
Sale
|
1,000
|
12.00
|
2 April 2018
|
Sale
|
5,000
|
12.00
|
3 April 2018
|
Sale
|
15,000
|
12.00
|
3 April 2018
|
Sale
|
300
|
12.00
|
4 April 2018
|
Sale
|
2,500
|
12.00
|
4 April 2018
|
Sale
|
5,000
|
12.00
|
5 April 2018
|
Sale
|
2,500
|
12.00
|
5 April 2018
|
Sale
|
1,000
|
12.00
|
17 April 2018
|
Sale
|
2,500
|
12.00
|
17 April 2018
|
Sale
|
200
|
13.00
|
17 April 2018
|
Sale
|
2,500
|
12.00
|
18 April 2018
|
Sale
|
1,000
|
12.00
|
20 April 2018
|
Sale
|
485,000
|
12.00
|
20 April 2018
|
Sale
|
651,600
|
12.00
|
20 April 2018
|
Sale
|
252,800
|
12.00
|
20 April 2018
|
Sale
|
291,500
|
12.00
|
20 April 2018
|
Sale
|
187,500
|
12.00
|
20 April 2018
|
Sale
|
250,000
|
12.00
|
20 April 2018
|
Sale
|
100,000
|
12.00
|
20 April 2018
|
Sale
|
69,300
|
12.00
|
20 April 2018
|
Sale
|
500,000
|
12.00
|
20 April 2018
|
Sale
|
200,000
|
12.00
|
20 April 2018
|
Sale
|
360,000
|
12.00
|
20 April 2018
|
Sale
|
15,800
|
12.00
|
20 April 2018
|
Sale
|
300,000
|
12.00
|
(d) Not known.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and restated in
its entirety as follows:
The following table lists call options sold by the Reporting
Person with respect to Shares of the Issuer beneficially owned by the Reporting Person.
Date
of
transaction
|
Number
of
Shares
referenced by
call option
|
Strike
price
(USD)
|
Exercise
expiry
date
|
15 December 2017
|
500,000
|
13.00
|
18 May 2018
|
15 December 2017
|
128,000
|
13.00
|
18 May 2018
|
18 December 2017
|
53,100
|
13.00
|
18 May 2018
|
18 December 2017
|
23,800
|
13.00
|
18 May 2018
|
18 December 2017
|
382,300
|
13.00
|
18 May 2018
|
18 December 2017
|
10,000
|
13.00
|
18 May 2018
|
18 December 2017
|
14,500
|
13.00
|
18 May 2018
|
19 December 2017
|
100,000
|
12.00
|
18 May 2018
|
19 December 2017
|
216,900
|
12.00
|
18 May 2018
|
19 December 2017
|
222,300
|
12.00
|
18 May 2018
|
Except for the arrangements described herein, to the best knowledge
of the Reporting Person, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among
the person named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including
but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
SIGNATURE
After reasonable inquiry and to the best
of each of the undersigned’s knowledge and belief, such person hereby certifies that the information set forth in this statement
is true, complete and correct.
Dated: April 24, 2018
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Sports Direct International plc
|
|
|
|
|
|
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|
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By:
|
/s/ Cameron Olsen
|
|
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Name: Cameron Olsen
|
|
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Title: Company Secretary
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