sc13da409050004_05262015.htm
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

Perry Ellis International, Inc.
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

288853104
(CUSIP Number)
 
CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC
9401 Wilshire Blvd, Suite 705
Beverly Hills, CA 90212
(310) 729-8588
DEBRA SMITH
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
100 Waterfront Place, MS 04
West Sacramento, CA 95605
(916) 414-7551
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 26, 2015
(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).
 
 
 
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners, L.P. I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
313,143
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
313,143
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
313,143
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.0%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners Special Opportunities, L.P. I
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
583,204
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
583,204
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
583,204
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners, L.P. II
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
35,252
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
35,252
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
35,252
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,599
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,599
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,599
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners Asset Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,599
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,599
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,599
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Legion Partners Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,799
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
OO

 
7
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Christopher S. Kiper
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,799
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Bradley S. Vizi
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,799
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
9
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
Raymond White
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
931,799
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
931,799
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
931,799
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.1%
14
TYPE OF REPORTING PERSON
 
IN

 
10
 
CUSIP NO. 288853104
 
1
NAME OF REPORTING PERSON
 
California State Teachers’ Retirement System
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California Government Pension Plan
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
30,203
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
22,110
10
SHARED DISPOSITIVE POWER
 
8,093
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
30,203
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
EP

 
11
 
CUSIP NO. 288853104
 
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.
 
Item 2.
Identity and Background
 
Item 2 is hereby amended to add the following:
 
As discussed further in Item 4, in connection with the withdrawal of Legion Partners Holdings’ nomination of director nominees for election at the Annual Meeting, Messrs. Mettler, Ross and Schechter are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of Legion Partners I, Legion Partners Special I, Legion Partners II and Legion Partners Holdings 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 in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 313,143 Shares owned directly by Legion Partners I is approximately $3,843,557, including brokerage commissions. The aggregate purchase price of the 583,204 Shares owned directly by Legion Partners Special I is approximately $9,119,513, including brokerage commissions. The aggregate purchase price of the 35,252 Shares owned directly by Legion Partners II is approximately $604,570, including brokerage commissions. The aggregate purchase price of the 200 Shares owned directly by Legion Partners Holdings is approximately $4,766, including brokerage commissions.
 
The Shares purchased by CalSTRS 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 in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 30,203 Shares beneficially owned by CalSTRS is approximately $560,076, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On May 26, 2015, Legion Partners Holdings and CalSTRS issued a press release announcing the withdrawal of their slate of director nominees for election to the Board of Directors of the Issuer (the “Board”) and their proposal to appoint an independent chairman, in light of the recent steps the Board has taken to address shareholder concerns.   Legion Partners Holdings and CalSTRS also announced they would continue to monitor the Issuer’s progress and hold the Board and management accountable for achieving the Issuer’s long-term performance objectives.  CalSTRS’ proposal to declassify the Board pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934, as amended, will continue to be presented for a vote at the Annual Meeting.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
12
 
CUSIP NO. 288853104
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a)-(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 15,341,000 Shares outstanding as of April 7, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed with the Securities and Exchange Commission on April 14, 2015.
 
A.
Legion Partners I
 
 
(a)
As of the close of business on May 22, 2015, Legion Partners I beneficially owned directly 313,143 Shares.
 
Percentage: Approximately 2.0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 313,143
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 313,143

 
(c)
The transactions in the Shares by Legion Partners I since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
B.
Legion Partners Special I
 
 
(a)
As of the close of business on May 22, 2015, Legion Partners Special I beneficially owned directly 583,204 Shares.
 
Percentage: Approximately 3.8%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 583,204
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 583,204

 
(c)
The transactions in the Shares by Legion Partners Special I since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
C.
Legion Partners II
 
 
(a)
As of the close of business on May 22, 2015, Legion Partners II beneficially owned directly 35,252 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 35,252
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 35,252

 
(c)
The transactions in the Shares by Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
 
13
 
CUSIP NO. 288853104
 
D.
Legion Partners LLC
 
 
(a)
As the general partner of each of Legion Partners I, Legion Partners Special I, and Legion Partners II, Legion Partners LLC may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
 
Percentage: Approximately 6.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 931,599
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 931,599

 
(c)
Legion Partners LLC has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
E.
Legion Partners Asset Management
 
 
(a)
Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners Special I, and Legion Partners II may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
 
Percentage: Approximately 6.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 931,599
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 931,599

 
(c)
Legion Partners Asset Management has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
F.
Legion Partners Holdings
 
 
(a)
As of the close of business on May 22, 2015, Legion Partners Holdings beneficially owns 200 Shares directly. As the sole member of Legion Partners Asset Management and managing member of Legion Partners LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I and (iii) 35,252 Shares owned by Legion Partners II.
 
Percentage: Approximately 6.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 931,799
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 931,799

 
(c)
Legion Partners Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
 
14
 
CUSIP NO. 288853104
 
G.
Messrs. Kiper, Vizi and White
 
 
(a)
Each of Messrs. Kiper, Vizi and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 313,143 Shares owned by Legion Partners I, (ii) 583,204 Shares owned by Legion Partners Special I, (iii) 35,252 Shares owned by Legion Partners II and 200 Shares owned by Legion Partners Holdings.
 
Percentage: Approximately 6.1%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 931,799
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 931,799

 
(c)
None of Messrs. Kiper, Vizi or White has entered into any transactions in the Shares since the filing of Amendment No. 3. The transactions in the Shares by each of Legion Partners I, Legion Partners Special I and Legion Partners II since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 
H.
CalSTRS
 
 
(a)
As of the close of business on May 22, 2015, CalSTRS beneficially owned 30,203 Shares.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 22,110
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 22,110
 
4. Shared power to dispose or direct the disposition: 8,093*
 
*The power to dispose or to direct the disposition of 1,101 Shares is shared with BlackRock Institutional Trust Company, N.A. (“BTC”). CalSTRS has been informed by BTC that its principal business is to provide diversified investment management and securities lending services to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 400 Howard Street, San Francisco, CA 94105. In addition, BTC has further informed CalSTRS that on January 20, 2012, BTC entered into an Offer of Settlement (the “Agreement”) with the CFTC and consented to the entry of an Order, which makes findings and imposes remedial sanctions against BTC. Without admitting or denying wrongdoing, BTC agreed to the imposition of a $250,000 penalty and the entry of the Order to resolve allegations by the CFTC that two trades by BTC violated Section 4c(a)(1) of the Commodity Exchange Act and CFTC Regulation 1.38(a). BTC also agreed to refrain from any further violations of the above-mentioned statutory provisions. The CFTC did not allege, nor find, that any clients of BTC or any related affiliate were harmed in any way. In the previous five years, BTC has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order (with the exception of the Agreement) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
15
 
CUSIP NO. 288853104
 
The power to dispose or to direct the disposition of 6,992 Shares is shared with Matarin Capital Management (“Matarin”). CalSTRS has been informed by Matarin that its principal business is to provide diversified investment management to institutional clients, intermediary and individual investors through various investment vehicles and that its business address is 1 Dock St., Suite 320, Stamford, CT 06902. In the previous five years, Matarin has not been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 
(c)
The transactions in the Shares by CalSTRS since the filing of Amendment No. 3 are set forth in Schedule A and are incorporated herein by reference.
 

An aggregate of 962,002 Shares, constituting approximately 6.3% of the Shares outstanding, is reported in this Amendment No. 4.
 
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
 
 
16
 
CUSIP NO. 288853104
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
In connection with the withdrawal of Legion Partners Holdings’ nomination of director nominees for election at the Annual Meeting and their shareholder proposal, as discussed further in Item 4, on May 26, 2015, the Reporting Persons terminated the Joint Filing and Solicitation Agreement. A copy of such termination agreement is attached hereto as exhibit 99.2.
 
On May 26, 2015, the remaining Reporting Persons entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
 
Legion Partners I has sold short in over the counter market American- style call options, referencing (i) 12,800 Shares, which have an exercise price of $20.00 per Share and expire on September 18, 2015, (ii) 124,700 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015, (iii) 20,700 Shares, which have an exercise price of $25.00 per Share and expire on December 18, 2015 and (iv) 70,500 Shares which have an exercise price of $22.50 per Share and expire on December 18, 2015.
 
Legion Partners Special I has sold short in over the counter market American-style call options, referencing (i) 42,100 Shares, which have an exercise price of $20.00 per Share and expire on September 18, 2015, (ii) 126,500 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015, (iii) 67,800 Shares, which have an exercise price of $25.00 per Share and expire on December 18, 2015 and (iv) 71,600 Shares, which have an exercise price of $22.50 per Share and expire on December 18, 2015.
 
Legion Partners II has sold short in over the counter market American-style call options, referencing (i) 1,500 Shares, which have an exercise price of $20.00 per Share and expire on September 18, 2015, (ii) 14,000 Shares, which have an exercise price of $22.50 per Share and expire on September 18, 2015, (iii) 2,300 Shares, which have an exercise price of $25.00 per Share and expire on December 18, 2015 and (iv) 7,900 Shares, which have an exercise price of $22.50 per Share and expire on December 18, 2015.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Press Release dated May 26, 2015
 
 
99.2
Termination of Joint Filing and Solicitation Agreement
 
 
99.3
Joint Filing Agreement
 
 
17
 
CUSIP NO. 288853104
 
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:  May 26, 2015

 
Legion Partners, L.P. I
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director


 
Legion Partners Special Opportunities, L.P. I
     
 
By:
Legion Partners Asset Management, LLC
Investment Advisor
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director


 
Legion Partners, L.P. II
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director


 
Legion Partners, LLC
     
 
By:
Legion Partners Holdings, LLC
Managing Member
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Member
 
 
18
 
CUSIP NO. 288853104
 
 
Legion Partners Asset Management, LLC
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Director

 
Legion Partners Holdings, LLC
     
 
By:
/s/ Christopher S. Kiper
   
Name:
Christopher S. Kiper
   
Title:
Managing Member


 
/s/ Christopher S. Kiper
 
Christopher S. Kiper
 

 
/s/ Bradley S. Vizi
 
Bradley S. Vizi


 
/s/ Raymond White
 
Raymond White


 
California State Teachers’ Retirement System
   
 
By:
/s/ Debra Smith
   
Name:
Debra Smith
   
Title:
Chief Operating Investment Officer
 
 
19
 
CUSIP NO. 288853104
 
SCHEDULE A
 
Transactions in the Shares since Amendment No. 3

Nature of Transaction
Price Per
Share($)
Securities
Purchased/(Sold)
Date of
Purchase/Sale
       
       
LEGION PARTNERS, L.P. I
Purchase of September 2015 Call Option ($22.50 Strike Price) 1
5.63
705
05/18/2015
Sale of December 2015 Call Option ($22.50 Strike Price) 2
5.93
(705)
05/18/2015
       
LEGION PARTNERS SPECIAL OPPORTUNITIES, L.P. I
Purchase of September 2015 Call Option ($22.50 Strike Price) 1
5.63
716
05/18/2015
Sale of December 2015 Call Option ($22.50 Strike Price) 2
5.93
(716)
05/18/2015
       
LEGION PARTNERS, L.P. II
Purchase of September 2015 Call Option ($22.50 Strike Price) 1
5.63
79
05/18/2015
Sale of December 2015 Call Option ($22.50 Strike Price) 2
5.93
(79)
05/18/2015
 
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
 
Sale of Common Stock
24.09
(910)
05/11/2015
Sale of Common Stock
26.76
(800)
05/20/2015

 
____________________
1 Represents a purchase to cover short position.
2 Represents a short sale.