Amended Statement of Beneficial Ownership (sc 13d/a)
October 19 2018 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(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)
1
Fred’s, Inc.
(Name
of Issuer)
Class A Common Stock
(Title of Class of Securities)
356108100
(CUSIP Number)
Heath
freeman
alden
global capital llc
885 Third Avenue
New York, NY 10022
(212)
888-5500
andrew
freedman, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 17, 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.
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 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
).
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1
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NAME OF REPORTING PERSON
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Strategic Investment Opportunities LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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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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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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11,375,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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11,375,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,375,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.5%
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14
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
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Alden Global Capital LLC
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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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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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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11,375,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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11,375,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,375,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.5%
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14
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TYPE OF REPORTING PERSON
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IA, OO
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1
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NAME OF REPORTING PERSON
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Heath Freeman
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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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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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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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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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231,617*
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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11,375,000
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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231,617*
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10
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SHARED DISPOSITIVE POWER
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11,375,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,606,617*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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31.2%
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14
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TYPE OF REPORTING PERSON
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IN
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____________________
* Represents restricted stock units that have not yet vested, which were granted
to Mr. Freeman as compensation for his service on the Board of Directors of the Issuer.
The following constitutes
Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the
Schedule 13D as specifically set forth herein.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended
and restated to read as follows:
The Shares purchased
by Opportunities were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 11,375,000
Shares owned directly by Opportunities is approximately $164,190,504, excluding brokerage commissions.
The 231,617 Shares
reported owned by Mr. Freeman represent restricted stock units (“RSUs”) that have not yet vested, which were granted
to Mr. Freeman as compensation for his service on the Board of Directors of the Issuer (the “Board”).
The
RSUs vest as follows: (i) 59,028 RSUs vests upon the retirement of Mr. Freeman from the
Board
and
(ii) 172,589 RSUs vests six (6) months following the retirement of Mr. Freeman from the
Board
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Item 5.
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Interest in Securities of the Issuer
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
The aggregate percentage
of Shares reported owned by each person named herein is based upon 37,260,158 Shares outstanding as of September 7, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on September 18, 2018.
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(a)
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As of the close of business on October 19, 2018, Opportunities beneficially owned 11,375,000 Shares.
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Percentage: Approximately
30.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,375,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,375,000
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(c)
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The transactions in the Shares by Opportunities since the filing of Amendment No. 3 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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Alden, as the investment manager of Opportunities, may be deemed the beneficial owner of the 11,375,000
Shares owned by Opportunities.
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Percentage: Approximately
30.5%
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 11,375,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 11,375,000
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(c)
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Alden has not entered into any transactions in the Shares since the filing of Amendment No. 3 to
the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 3 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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(a)
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As of the close of business on October 19, 2018, Mr. Freeman beneficially owned 231,617 Shares
underlying RSUs which have not yet vested. Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 11,375,000
Shares owned by Opportunities.
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Percentage: Approximately
31.2%
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(b)
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1. Sole power to vote or direct vote: 231,617
2. Shared power to vote or direct vote: 11,375,000
3. Sole power to dispose or direct the disposition: 231,617
4. Shared power to dispose or direct the disposition: 11,375,000
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(c)
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Mr. Freeman has not entered into any transactions in the Shares since the filing of Amendment No.
3 to the Schedule 13D. The transactions in the Shares on behalf of Opportunities since the filing of Amendment No. 3 to the Schedule
13D are set forth in Schedule A and are incorporated herein by reference.
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The Reporting Persons,
as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may
be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 19, 2018
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Strategic Investment Opportunities LLC
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By:
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Alden Global Capital LLC
Investment Manager
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By:
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/s/ Heath Freeman
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Name:
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Heath Freeman
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Title:
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President
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Alden Global Capital LLC
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By:
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/s/ Heath Freeman
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Name:
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Heath Freeman
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Title:
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President
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/s/ Heath Freeman
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Heath Freeman
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SCHEDULE A
Transactions in the Shares Since the Filing
of Amendment No. 3 to the Schedule 13D
Shares of Common Stock
Purchased/(Sold)
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Price Per
Share($)
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Date of
Purchase/Sale
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Strategic
Investment Opportunities LLC
70,000
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2.5270
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10/15/2018
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106,000
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2.6139
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10/16/2018
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974,000
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2.6767
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10/17/2018
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950,000
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3.0817
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10/19/2018
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