VLCM Valcom (MM)

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Name of Issuer)

(Title of Classes of Securities)

(CUSIP Number of Class of Securities)

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

(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. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*  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).

*      As of the date hereof, includes the following shares subject to the Share and Voting Agreement (as defined below): 2,500,932 Shares (as defined below) beneficially owned by Richard R. Woolcott and 1,064,765 Shares beneficially owned by René R. Woolcott.  Percentage ownership is calculated based on 24,415,780 Shares outstanding as of May 9, 2011, as represented by Volcom, Inc. in its Schedule 14D-9 filed on May 11, 2011.

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*      As of the date hereof, includes the following shares subject to the Share and Voting Agreement (as defined below): 2,500,932 Shares (as defined below) beneficially owned by Richard R. Woolcott and 1,064,765 Shares beneficially owned by René R. Woolcott.  Percentage ownership is calculated based on 24,415,780 Shares outstanding as of May 9, 2011 as represented by Volcom, Inc. in its Schedule 14D-9 filed on May 11, 2011.

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Item 1.                                    Security and Issuer

This statement on Schedule 13D (this “ Schedule 13D ”) relates to the common stock, par value $0.001 per share, of Volcom, Inc., a Delaware corporation (“ Volcom ,” or the “ Issuer ”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).  The principal executive offices of Volcom are located at 1740 Monrovia Avenue, Costa Mesa, California 92627.

Item 2.                                    Identity and Background

This Schedule 13D is being filed jointly on behalf of PPR S.A., a “ société anonyme à conseil d’administration ” (corporation with a board of directors) organized under the laws of France (“ PPR ”) and Transfer Holding, Inc., a Delaware corporation (“ Transfer Holding ”) (PPR and Transfer Holding, collectively, the “ Reporting Persons ”).  The address of the principal business and principal office of PPR is 10 avenue Hoche, 75381 Paris, France, and the telephone number of each of PPR is +33.1.45.64.63.43.  The principal business and principal office of Transfer Holding is 685 5 th  Avenue, New York, New York, 10022.

PPR owns consumer and luxury brands including Gucci, Bottega Veneta, Yves Saint Laurent, Balenciaga, Boucheron, Sergio Rossi, Alexander McQueen, Stella McCartney, Puma, Fnac and Redcats (La Redoute, The Sportsman’s Guide, The Golf Warehouse).  Transfer Holding is a wholly owned subsidiary of PPR, and was recently incorporated for the purpose of acquiring all of the issued and outstanding shares of the common stock, par value $0.001 per share, of Volcom (the “ Shares ”) and consummating the transactions contemplated by the Merger Agreement (defined below in Item 4) and, to date, has not engaged in, and is not expected to engage in, any other activities other than those incidental to the Offer (defined below in Item 4), the Merger (defined below in Item 4) and the Merger Agreement.  Until immediately prior to the time Transfer Holding purchases Shares pursuant to the Offer, it is not anticipated that Transfer Holding will have any significant assets or liabilities.

The name, business address, present principal occupation or employment and citizenship of each executive officer and director and each controlling person of PPR and Transfer Holding, and each executive officer and director of any corporation or other person ultimately in control of PPR and Transfer Holding, are set forth on Annex A attached hereto.

During the last five years, neither PPR nor Transfer Holding, and to the best knowledge of each of PPR and Transfer Holding, none of the persons on Annex A, (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

The Reporting Persons have entered into a Joint Filing Agreement, dated May 12, 2011, a copy of which is attached as Exhibit 1 hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

Item 3.                                   Source and Amount of Funds or Other Consideration

Pursuant to, and subject to the terms and conditions contained in, the Share and Voting Agreement (as defined in Item 4 below), the Reporting Persons may be deemed to have acquired beneficial ownership of the Subject Shares (as defined in Item 4 below) by virtue of the execution of the Share and Voting Agreement by PPR, Transfer Holding and certain stockholders of Volcom.  No payments were made by or on behalf of the Reporting Persons in connection with the execution of the Merger Agreement or the execution of the Share and Voting Agreement.  It is currently anticipated that PPR or Transfer Holding will finance the acquisition of Shares in the Offer with PPR’s cash on hand and/or revolving credit facility.

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Item 4.                                    Purpose of the Transaction

On May 2, 2011, PPR and Transfer Holding entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Volcom.  Under the Merger Agreement, among other things, Transfer Holding will commence a tender offer (the “ Offer ”) to purchase all of the Shares, at a price per Share of $24.50 in cash, without interest and less any applicable withholding taxes (the “ Offer Price ”).

Completion of the Offer is subject to several conditions, including (i) that a majority of the Shares outstanding (determined on a fully diluted basis and together with any Shares then beneficially owned by PPR and Transfer Holding) be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) the expiration or termination of any applicable waiting or review period relating to the Offer, the Merger (as defined below) or the other transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), or any other antitrust or competition law; (iii) the absence of a material adverse effect on Volcom; and (iv) certain other customary conditions.

The Merger Agreement also provides that following consummation of the Offer and satisfaction of certain conditions, Transfer Holding will merge with and into Volcom (the “ Merger ”), with Volcom surviving as a wholly owned subsidiary of PPR. Upon completion of the Merger, each Share outstanding immediately prior to the effective time of the Merger (excluding those Shares that are held by (i) PPR, Transfer Holding, Volcom or their respective subsidiaries or (ii) stockholders of Volcom who properly exercised their appraisal rights under the Delaware General Corporation Law) will be converted into the right to receive the Offer Price.

If Transfer Holding holds 90% or more of the outstanding Shares following the completion of the Offer, the parties will effect the Merger as a short-form merger without the need for approval by Volcom’s stockholders. Otherwise, Volcom may hold a special stockholders’ meeting to obtain stockholder approval of the Merger. Subject to the terms of the Merger Agreement, applicable law and the number of authorized and unissued Shares available under Volcom’s certificate of incorporation, Volcom has granted Transfer Holding an irrevocable option (the “ Top-Up Option ”), exercisable after completion of the Offer, to purchase additional Shares from Volcom as necessary so that PPR and Transfer Holding own one Share more than 90% of the total Shares outstanding immediately after the issuance of such Shares on a fully diluted basis. Transfer Holding will pay the Offer Price for each Share acquired through exercise of the Top-Up Option.

PPR and Volcom have made customary representations, warranties and covenants in the Merger Agreement, including covenants (i) to promptly as practicable effect all registrations, filings and submissions required pursuant to the HSR Act and any other required governmental approvals, the Exchange Act and other applicable laws with respect to the Offer and the Merger; and (ii) to use reasonable best efforts to take all appropriate action to consummate and effectuate the transactions contemplated by the Merger Agreement. Volcom has agreed to conduct its business in all material respects in the ordinary course consistent with past practice, including not taking certain specified actions, prior to consummation of the Merger.

The Merger Agreement can be terminated by PPR or Volcom under certain circumstances, and Volcom will be required to pay PPR a termination fee of $20 million in connection with certain terminations.

In connection with the execution and delivery of the Merger Agreement, PPR and Transfer Holding entered into a Share and Voting Agreement, dated as of May 2, 2011 (the “ Share and Voting Agreement ”), with Richard R. Woolcott and René R. Woolcott (the “ Supporting Stockholders ”).  Pursuant to the Share and Voting Agreement, the Supporting Stockholders agreed, subject to certain limited specified exceptions, to tender, and not withdraw, all outstanding Shares beneficially owned by them, or acquired by them after such date (collectively, the “ Subject Shares ”).  In addition, the Supporting Stockholders agreed, subject to certain exceptions, to vote the Subject Shares in favor of the Merger, if a vote is required under Delaware law, and to refrain from disposing of the Subject Shares.  The Share and Voting Agreement will terminate upon certain circumstances, including upon termination of the Merger Agreement.

As of May 2, 2011, the Subject Shares included 2,500,932 Shares beneficially owned by Richard R. Woolcott and 1,064,765 beneficially owned by René R. Woolcott.  The Reporting Persons may be deemed to have acquired shared voting and dispositive power with respect to the Subject Shares by reason of the execution and delivery of the Share and Voting Agreement by PPR and Transfer Holding.

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The foregoing descriptions of the Merger Agreement and Share and Voting Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements.  The Merger Agreement and Share and Voting Agreement are referenced herein as Exhibits 2 and 3, respectively, and are incorporated by reference into this Item 4.  The Merger Agreement has been incorporated herein by reference to provide information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about Volcom, PPR or Transfer Holding in any public reports filed with the U.S. Securities and Exchange Commission by Volcom or PPR. In particular, the assertions embodied in the representations, warranties and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by information in confidential disclosure schedules provided by Volcom to PPR in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, the representations and warranties in the Merger Agreement were used for the purpose of allocating risk between Volcom, PPR and Transfer Holding, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about Volcom, PPR or Transfer Holding. The representations and warranties set forth in the Merger Agreement may also be subject to a contractual standard of materiality different from that generally applicable to investors under federal securities laws. Therefore, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.

The purpose of the transactions described above is for PPR, through Transfer Holding, to acquire control of, and the entire equity interest in, Volcom.  PPR required that the Supporting Stockholders agree to enter into the Share and Voting Agreement to induce PPR and Transfer Holding to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement, including the Offer and the Merger.  Upon consummation of the Merger, Volcom will become a wholly owned subsidiary of PPR, the Shares will cease to be freely traded or listed, Volcom common stock will be deregistered under the Exchange Act, and PPR will control the board of directors of Volcom and will make such other changes in the charter, bylaws, capitalization, management and business of Volcom as set forth in the Merger Agreement and/or as may be appropriate in its judgment (subject to certain limitations).

Except as set forth or incorporated by reference in this Schedule 13D, PPR and Transfer Holding do not have any current plans or proposals that relate to or would result in (i) the acquisition by any person of additional Shares or the disposition of Shares; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Volcom or any of its subsidiaries; (iii) a sale or transfer of any material amount of assets of Volcom or any of its subsidiaries; (iv) any change in the present board of directors or management of Volcom, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of Volcom; (vi) any other material change in Volcom’s business or corporate structure; (vii) any change in Volcom’s certificate of incorporation or bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of Volcom by any person; (viii) causing a class of securities of Volcom to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter dealer quotation system of a registered national securities association; (ix) a class of equity securities of Volcom becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act or (x) any action similar to any of those enumerated above.

Item 5.                                    Interest in Securities of the Issuer

(a)  As a result of the Share and Voting Agreement, as of May 2, 2011, the Reporting Persons may be deemed, for purposes of Rule 13d-3 under the Exchange Act (“ Rule 13d-3 ”), to share with the Supporting Shareholders the power to vote or direct the voting or disposition of the 3,565,697 Subject Shares, and thus, for the purpose of Rule 13d-3, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 3,565,697 Shares, which constitutes approximately 14.4% of the Shares calculated on a fully diluted basis (as represented by Volcom in the Merger Agreement).  Except as set forth in this Item 5(a), none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto beneficially owns any Shares.  The Reporting Persons hereby disclaim that they constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders and hereby disclaim beneficial ownership of any Shares beneficially owned by the

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Supporting Stockholders or any of their affiliates including, without limitation, the Subject Shares.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Persons that it is the beneficial owner of any Shares, and the Reporting Persons expressly disclaim all beneficial ownership of such Shares.

See the foregoing descriptions of the Merger Agreement and Share and Voting Agreement set forth in Item 4, which are incorporated herein by reference.  The Merger Agreement and Share and Voting Agreement are referenced herein as Exhibits 2 and 3, respectively, and are incorporated by reference into this Item 5.

(b)  Except to the extent that it may be deemed to by virtue of the Share and Voting Agreement, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto, have sole power to vote or direct the vote, shared power to vote or to direct the vote or sole or shared power to dispose or to direct the disposition of any of the Shares.

The Reporting Persons may be deemed in certain circumstances to have the shared power with the Supporting Stockholders to vote the 3,565,697 Subject Shares.  However, the Reporting Persons (i) are not entitled to any rights as a stockholder of Volcom as to the Subject Shares, except as otherwise expressly provided in the Share and Voting Agreement, and (ii) disclaim any beneficial ownership of any of the Subject Shares.

The Reporting Persons hereby disclaim that they constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with the Supporting Stockholders and hereby disclaim beneficial ownership of any Shares beneficially owned by the Supporting Stockholders or any of their affiliates including, without limitation, the Subject Shares.

(c)  Except for the Merger Agreement and the Share and Voting Agreement described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto, has effected any transactions in the Shares during the past 60 days.

(d)  Except for the Merger Agreement and the Share and Voting Agreement described above, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the persons named in Annex A hereto, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Volcom reported herein.

(e)  Not applicable.

Item 6.                                    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth under Items 3, 4 and 5 and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference.  Other than the Merger Agreement and the Share and Voting Agreement described above, to the best of the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the Reporting Persons or any person listed on Annex A hereto, and any person with respect to the securities of Volcom, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7.                                    Material To Be Filed as Exhibits

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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.

Dated: May 12, 2011

PPR S.A.

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Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF PPR

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of PPR are set forth below.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with PPR. Directors are identified by an asterisk.  Unless otherwise indicated, the titles referenced below refer to titles with PPR.

A-1

A-2

A-3

A-4

A-5

DIRECTORS AND EXECUTIVE OFFICERS OF TRANSFER HOLDING

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years, of each director and executive officer of Purchaser are set forth below.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with Purchaser.  The business address of each director and officer is PPR S.A., 10 avenue Hoche, 75381 Paris, France.  Directors are identified by an asterisk.

A-6