SC 13D/A 1 d349998dsc13da.htm SC 13D/A SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(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. 4)*

 

 

lululemon athletica inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

550021109

(CUSIP Number)

Allison Newman

Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110

(617) 248-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 9, 2023

(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.  ☐

 

 

 

CUSIP No. 550021109    13D    Page 2 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Dennis J. Wilson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

3,852

     8   

SHARED VOTING POWER

 

10,713,281

     9   

SOLE DISPOSITIVE POWER

 

3,852

   10   

SHARED DISPOSITIVE POWER

 

10,713,281

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,717,133

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.4%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 3 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Anamered Investments Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

4,755,217

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

4,755,217

 

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,755,217

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 4 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

LIPO Investments (USA), Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

4,104,820

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

4,104,820

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,104,820

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.2%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 5 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Wilson 5 Foundation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

922,500

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

922,500

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

922,500

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 6 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Wilson 5 Foundation Management Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

922,500

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

922,500

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

922,500

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.7%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 7 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Five Boys Investments ULC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

91,760

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

91,760

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

91,760

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 8 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Shannon Wilson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

1,191,484

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,191,484

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,191,484

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

CUSIP No. 550021109    13D    Page 9 of 14 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Low Tide Properties Ltd.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)

 

☐

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Columbia, Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

      7      

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

570,000

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

570,000

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

570,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

☐

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1)

Based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding on December 2, 2022, and 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding on December 2, 2022.

This Schedule 13D/A is being filed to reflect the transfer of shares of the Issuer from one entity controlled by Mr. Wilson to another entity controlled by Mr. Wilson.

Item 2. Identity and Background

Item 2(a) is amended and restated in its entirety as follows:

Dennis J. Wilson

Anamered Investments Inc., a British Virgin Islands corporation (“Anamered”). Mr. Wilson controls Anamered.

LIPO Investments (USA) Inc., a British Columbia corporation (“LIPO”). Mr. Wilson controls LIPO.

Wilson 5 Foundation, a trust governed by the laws of British Columbia (“Wilson 5”). Mr. Wilson controls Wilson 5.

Wilson 5 Foundation Management Limited, a British Columbia corporation (“Wilson 5 Trustee”). Mr. Wilson and his spouse Shannon Wilson control Wilson 5 Trustee.

Five Boys Investments ULC, a British Columbia company (“Five Boys”). Mr. Wilson controls Five Boys.

Shannon Wilson

Low Tide Properties Ltd., a British Columbia corporation (“Low Tide”). Mr. Wilson controls Low Tide.

Mr. Wilson, Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson and Low Tide are collectively referred to as the “Reporting Persons”.

Item 2(c) is amended by the addition of the following sentence:

Low Tide is a holding company controlled by Mr. Wilson.

Item 2(f) is amended by the addition of the following sentence:

Low Tide is a British Columbia corporation.

Item 3. Source and Amount of Funds or Other Consideration

On March 9, 2023, LIPO contributed 570,000 shares of the Issuer to No. 367 Cathedral Ventures Ltd., a British Columbia incorporated corporation, in exchange for shares of No. 367 Cathedral Ventures Ltd. No. 367 Cathedral Ventures Ltd. then immediately contributed 570,000 shares of the Issuer to Low Tide in exchange for shares of Low Tide.

Item 5.

Interest in Securities of the Issuer.

Item 5 is amended and restated to read in its entirety as follows:

(a) Anamered may be deemed to beneficially own 4,755,217 shares of the Issuer’s common stock, or 3.7%; LIPO may be deemed to beneficially own 4,104,820 shares of the Issuer’s common stock, or 3.2%; each of Wilson 5 and Wilson 5 Trustee may be deemed to beneficially own 922,500 shares of the Issuer’s common stock, or 0.7%; Five Boys may be deemed to beneficially own 91,760 shares of the Issuer’s common stock, or 0.1%; Mrs. Wilson may be deemed to beneficially own 1,191,484 shares of the Issuer’s common stock, or 0.9%, being 268,984 shares held by Mrs. Wilson and 922,500 shares held by Wilson 5; Low Tide may be deemed to beneficially own 570,000 shares of the Issuer’s common stock, or 0.4%; and Mr. Wilson may be deemed to beneficially own 10,717,133 shares of the Issuer’s common stock, or 8.4%, including the shares held by the other Reporting Persons. The foregoing is based on 122,398,776 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of December 2, 2022 and 5,115,961 exchangeable shares of Lulu Canadian Holding, Ind., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding as of December 2, 2022.

 

(b)

With respect to Mr. Wilson:

Sole power to vote: 3,852

Shared power to vote: 10,713,281

Sole power to dispose: 3,852

Shared power to dispose: 10,713,281

With respect to the shares for which Mr. Wilson has shared voting or dispositive power, (i) 4,755,217 shares are held by Anamered; (ii) 4,674,820 shares are held by LIPO; (iii) 922,500 shares are held by Wilson 5; (iv) 91,760 shares are held by Five Boys; and (v) 268,984 shares are held by Mrs. Wilson.

With respect to Anamered:

Sole power to vote: 0

Shared power to vote: 4,755,217

Sole power to dispose: 0

Shared power to dispose: 4,755,217

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Anamered.

With respect to LIPO:

Sole power to vote: 0

Shared power to vote: 4,104,820

Sole power to dispose: 0

Shared power to dispose: 4,104,820

Mr. Wilson has shared voting and dispositive power with respect to the shares held by LIPO.

With respect to Wilson 5:

Sole power to vote: 0

Shared power to vote: 922,500

Sole power to dispose: 0

Shared power to dispose: 922,500

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5.

With respect to Wilson 5 Trustee:

Sole power to vote: 0

Shared power to vote: 922,500

Sole power to dispose: 0

Shared power to dispose: 922,500

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5 Trustee.

With respect to Five Boys:

Sole power to vote: 0

Shared power to vote: 91,760

Sole power to dispose: 0

Shared power to dispose: 91,760

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Five Boys.

With respect to Mrs. Wilson:

Sole power to vote: 0

Shared power to vote: 1,191,484

Sole power to dispose: 0

Shared power to dispose: 1,191,484

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Mrs. Wilson.

With respect to Low Tide:

Sole power to vote: 0

Shared power to vote: 570,000

Sole power to dispose: 0

Share power to dispose: 570,000

Mr. Wilson has shared voting and dispositive shares with respect to the shares held by Low Tide.

(c) On March 9, 2023, LIPO contributed 570,000 shares of the Issuer to No. 367 Cathedral Ventures Ltd., a British Columbia incorporated corporation, in exchange for shares of No. 367 Cathedral Ventures Ltd. No. 367 Cathedral Ventures Ltd. then immediately contributed 570,000 shares of the Issuer to Low Tide in exchange for shares of Low Tide.

(d) Not applicable.

(e) Neither LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson nor Low Tide is the beneficial owner of more than five percent of the Issuer’s securities, but are included as Reporting Persons in this Schedule 13D to the extent such persons, together with the other Reporting Persons, constitute a group.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement

SIGNATURES

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.

March 10, 2023

 

/s/ Dennis J. Wilson

Dennis J. Wilson, Individually
ANAMERED INVESTMENTS INC.
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director
LIPO INVESTMENTS (USA) INC.
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director
WILSON 5 FOUNDATION
By:   Wilson 5 Foundation Management Ltd.
Title:   Corporate Trustee
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director of Corporate Trustee
WILSON 5 FOUNDATION MANAGEMENT LTD.
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director
FIVE BOYS INVESTMENTS ULC
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director
LOW TIDE PROPERTIES LTD.
By:  

/s/ Dennis J. Wilson

Name:   Dennis J. Wilson
Title:   Director

/s/ Shannon Wilson

Shannon Wilson, Individually