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. 5)*
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)
May 18, 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
10,598,493 | |||||
| 9 | SOLE DISPOSITIVE POWER
3,852 | |||||
| 10 | SHARED DISPOSITIVE POWER
10,598,493 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,602,345 | |||||
| 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)
8.3%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Based on 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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
4,050,032 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
4,050,032 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,032 | |||||
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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
510,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
510,000 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,000 | |||||
| 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 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding on March 22, 2023, 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 March 22, 2023. |
| 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 4,050,032 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 510,000 shares of the Issuer’s common stock, or 0.4%; and Mr. Wilson may be deemed to beneficially own 10,602,345 shares of the Issuer’s common stock, or 8.3%, including the shares held by the other Reporting Persons. The foregoing is based on 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of March 22, 2023 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 March 22, 2023.
| (b) | With respect to Mr. Wilson: |
Sole power to vote: 3,852
Shared power to vote: 10,598,493
Sole power to dispose: 3,852
Shared power to dispose: 10,598,493
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) 4,050,032 shares are held by LIPO; (iii) 922,500 shares are held by Wilson 5; (iv) 91,760 shares are held by Five Boys; (v) 268,984 shares are held by Mrs. Wilson; and (vi) 510,000 shares are held by Low Tide.
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: 4,050,032
Sole power to dispose: 0
Shared power to dispose: 4,050,032
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: 510,000
Sole power to dispose: 0
Share power to dispose: 510,000
Mr. Wilson has shared voting and dispositive shares with respect to the shares held by Low Tide.
(c)
Item 5(c) is amended by the addition of the following text:
On March 29, 2023, LIPO sold 54,788 shares of the Issuer’s common stock in open market transactions at an average price of $365.0074, with a price range from $361.85 to $369.7965.
On March 29, 2023, Low Tide sold 60,000 shares of the Issuer’s common stock in open market transactions at an average price of $365.0178, with a price range from $361.85 to $369.7965.
The reporting persons will provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
(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 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On May 18, 2023, Low Tide Properties Ltd. (“Low Tide”) entered into a credit line arrangement with RBC Dominion Securities Inc. in an amount equal to the greater of CAD $35 million of 40% of the shares of lululemon athletica inc. owned by Low Tide in a specified account with RBC Dominion Securities Inc. Other than upon the occurrence, if any, of customary types of default, Low Tide retains the right to vote and dispose of the shares in the specified account.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit 99.1 | WealthLine Credit Line Arrangement, dated as of May 18, 2023, by and between Low Tide Properties Ltd. and RBC Dominion Securities Inc. |
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.
May 18, 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 |