UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)1
Fossil
Group, Inc.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
34988V106
______________________________________________________________________________
(CUSIP Number)
January 31, 2016
_________________________________________________________________________________
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
[X] Rule
13d-1(b)
[_] Rule
13d-1(c)
[_] Rule
13d-1(d)
___________
1 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 disclosure 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).
1. NAME OF REPORTING PERSON
Vulcan
Value Partners, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
10,187,115
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
11,000,426
8. SHARED DISPOSITIVE POWER
0
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ]
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 12. | TYPE OF REPORTING PERSON |
IA
1. NAME OF REPORTING PERSON
Mr.
C.T. Fitzpatrick
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
0
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
[X] – see note
in Item 3(g).
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 12. | TYPE OF REPORTING PERSON |
HC
SCHEDULE 13G
Item 1.
(a) Name of Issuer:
Fossil Group, Inc.
(b) Address of
Issuer's Principal Executive Offices:
901 S Central Expressway
Richardson, TX 75080
Item 2.
(a) Name of Person
Filing:
Vulcan Value Partners, LLC
Mr. C.T. Fitzpatrick
(b) Address of
Principal Business Office, or if None, Residence:
Three Protective Center,
2801 Highway 280 South
Suite 300
Birmingham, AL 35223
(c) Citizenship:
Vulcan Value Partners,
LLC – a Delaware limited liability company
Mr. C.T.
Fitzpatrick – U.S. Citizen
(d) Title of
Class of Securities:
Incorporated by reference
from the Cover Page.
(e) CUSIP Number:
Incorporated by reference
from the Cover Page.
Item 3. If
this Statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(e)
[X] An investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by Vulcan Value Partners, LLC as a registered investment adviser. All of the
securities covered by this report are owned legally by Vulcan Value Partners, LLC’s investment advisory clients and none
are owned directly or indirectly by Vulcan Value Partners, LLC. As permitted by Rule 13d-4, the filing of this statement shall
not be construed as an admission that Vulcan Value Partners, LLC is the beneficial owner of any of the securities covered by this
statement.
(g)
[X] Parent Holding Company or Control Person. This statement is also
being filed by Mr. C. T. Fitzpatrick, Chief Executive Officer/Chief Investment Officer/Principal of Vulcan Value Partners, LLC
in the event that he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership
of its voting securities. The existence of such control is expressly disclaimed. Mr. Fitzpatrick and/or members of his immediate
family own 18,551 shares of the securities covered by this statement for his or their own accounts, in a managed account over which
Vulcan Value Partners, LLC serves as the investment adviser. Vulcan Value Partners, LLC exercises voting and dispositive power
over such account. Mr. Fitzpatrick and/or members of his immediate family may also hold shares of the registered investment companies
to which Vulcan Value Partners, LLC serves as investment adviser, which may hold shares of the securities covered by this statement.
As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Fitzpatrick is the beneficial
owner of any of the securities covered by this statement.
Item 4. Ownership.
| (a) | Amount Beneficially Owned: |
11,000,426
(b)
Percent of Class:
22.86%
(c) Number of Shares
as to Which Such Person has:
(i) Sole Power to
Vote or Direct the Vote.
10,187,115
(ii) Shared Power
to Vote or to Direct the Vote.
0
(iii) Sole Power to
Dispose or to Direct the Disposition of.
11,000,426
(iv) Shared Power
to Dispose or to Direct the Disposition of.
0
Item 5. Ownership
of Five Percent (5%) or Less of a Class.
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 5 percent of the class of securities, check the following [_]
Item 6. Ownership
of More than Five Percent (5%) on Behalf of Another Person.
Various persons, including the
investment companies and owners of the separate accounts to which Vulcan Value Partners, LLC (“Vulcan”) serves as investment
adviser, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
securities that are the subject of this schedule. Except as may be otherwise indicated if this is a joint filing, not more than
5% of the class of securities that is the subject of this schedule is owned by any one client advised by Vulcan.
Item 7. Identification
and Classification of the Subsidiary which Acquired the Security being Reported on by the Parent Holding Company.
Not Applicable.
Item 8. Identification
and Classification of Members of the Group.
Not Applicable.
Item 9. Notice
of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
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.
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 10, 2016
Date
Vulcan Value Partners, LLC
By : /s/ W. Blevins Naff
Name : W. Blevins Naff
Title : Chief Compliance Officer
C.T. Fitzpatrick, Individually
/s/ W. Blevins Naff POA for
C.T. Fitzpatrick
Joint Filing Agreement
In accordance with Rule 13d-1(k) under
the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of
this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as
an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of February 10, 2016.
Vulcan Value Partners,
LLC
By : /s/
W. Blevins Naff
Name : W. Blevins
Naff
Title : Chief
Compliance Officer
C.T. Fitzpatrick, Individually
/s/ W. Blevins Naff POA for
C.T. Fitzpatrick
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