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 Rule 13d-1(e), Rule 13d-1(f) or Rule
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 Rule 13d-7 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).
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 2 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
SCION ASSET MANAGEMENT, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
1,700,000
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,700,000
|
|
|
|
|
|
|
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)
|
|
|
|
3.5% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 3 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
SCION ASSET PARTNERS, LP
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
1,700,000
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,700,000
|
|
|
|
|
|
|
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)
|
|
|
|
3.5% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN, HC
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 4 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
SCION CAPITAL GROUP, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
California
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,700,000
|
|
|
|
|
|
|
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)
|
|
|
|
3.5% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO, HC
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 5 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
SCION MASTER G7, LP
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
Cayman Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
1,024,074
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,024,074
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
2.1% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 6 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
DARKWAND, LLC
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
1,399,953
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,399,953
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,399,953
|
|
|
|
|
|
|
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)
|
|
|
|
2.9% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO, HC
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 7 of 10
Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
MICHAEL J. BURRY
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
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
|
|
|
|
United States of America
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
1,700,000
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,700,000
|
|
|
|
|
|
|
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)
|
|
|
|
3.5% (1)
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN, HC
|
|
|
|
|
|
(1) This percentage is based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s annual report on Form 10-K filed with the SEC
(defined herein) on April 8, 2020.
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 8 of
10 Pages
|
|
Item 1.
|
SECURITY AND ISSUER
|
|
|
|
|
|
Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the shares of common stock, par value $0.01 per share (the
“Shares”), of Tailored Brands, Inc., a Texas corporation (the “Company” or the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the
“SEC”) on August 30, 2019, as amended by Amendment No. 1, filed on December 13, 2019, Amendment No. 2, filed on March 18, 2020, and Amendment No. 3, filed on March 26, 2020 (collectively, the “Schedule 13D”). All capitalized terms not
otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the previous information reported in the Schedule 13D.
|
|
Item 5.
|
INTEREST IN THE SECURITIES OF THE ISSUER
|
|
|
|
|
|
Item 5(a), (b), (c), and (e) of the Schedule 13D is hereby amended and supplemented as follows:
(a) Each of SAM, SAP, SCG, and Mr. Burry may be deemed to beneficially own 1,700,000 Shares, which equates to approximately 3.5% of the total number of Shares outstanding. This amount consists of (a)
1,024,074 Shares held for the account of Master, (b) 375,879 Shares held for the account of Value, and (c) 300,047 Shares held for the account of the SMA. Darkwand may be deemed to beneficially own 1,399,953 Shares, which equates to 2.9% of
the total number of Shares outstanding. This amount consists of (a) 1,024,074 Shares held for the account of Master and (b) 375,879 Shares held for the account of Value. Master may be deemed to beneficially own 1,024,074 Shares, which
equates to 2.1% of the total number of Shares outstanding. The beneficial ownership percentages reported herein are based on 48,573,132 Shares outstanding as of March 20, 2020, as reported in the Company’s
annual report on Form 10-K filed with the SEC (defined herein) on April 8, 2020.
(b) Each of SAM, SAP, SCG, and Mr. Burry may be deemed to share voting and dispositive power over 1,700,000
Shares, of which Darkwand may be deemed to share voting and dispositive power over 1,399,953 Shares, and Master may be deemed to share voting and dispositive power over 1,024,074 Shares.
(c) Except for the transactions listed in Exhibit J hereto, all of which were effected in the open market through a broker, there have been no transactions in the Shares by the Reporting Persons since
Amendment No. 3 was filed with the SEC on March 26, 2020.
(e) As of May 5, 2020, Master ceased to be the beneficial owner of more than 5% percent of the Shares. As of May 7, 2020 each of SAM, SAP, SCG, Darkwand, and Mr. Burry ceased to be the
beneficial owner of more than 5% percent of the Shares.
|
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS
|
|
|
|
|
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
|
|
|
|
|
Exhibit J
|
Schedule of Transactions, in response to Item 5(c)
|
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 9 of 10 Pages
|
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: May 7, 2020
SCION ASSET MANAGEMENT, LLC
By: /s/ Michael J. Burry
Name: Michael J. Burry
Title: Chief Executive Officer
SCION ASSET PARTNERS, L.P.
By: SCION CAPITAL GROUP, LLC, its general partner
By: /s/ Michael J. Burry
Name: Michael J. Burry
Title: Managing Member
SCION CAPITAL GROUP, LLC
By: /s/ Michael J. Burry
Name: Michael J. Burry
Title: Managing Member
SCION MASTER G7, L.P.
By: DARKWAND, LLC, its general partner
By: /s/ Michael J. Burry
Name: Michael J. Burry
Title: Chief Executive Officer
DARKWAND, LLC
By: /s/ Michael J. Burry
Name: Michael J. Burry
Title: Chief Executive Officer
MICHAEL J. BURRY
/s/ Michael J. Burry
|
CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 10 of 10 Pages
|
EXHIBIT J
SCHEDULE OF TRANSACTIONS
|
Entity Name
|
Transaction Date
|
Transaction Type
|
Quantity
|
Price Per Share (excluding commissions)
|
|
SMA
|
5/04/2020
|
Sell
|
15,487
|
$1.4773
|
|
Master
|
5/04/2020
|
Sell
|
59,662
|
$1.4773
|
|
Value
|
5/04/2020
|
Sell
|
17,036
|
$1.4773
|
|
SMA
|
5/05/2020
|
Sell
|
66,817
|
$1.4126
|
|
Master
|
5/05/2020
|
Sell
|
257,405
|
$1.4126
|
|
Value
|
5/05/2020
|
Sell
|
73,499
|
$1.4126
|
|
SMA
|
5/06/2020
|
Sell
|
61,004
|
$1.2621
|
|
Master
|
5/06/2020
|
Sell
|
235,011
|
$1.2621
|
|
Value
|
5/06/2020
|
Sell
|
67,105
|
$1.2621
|
|
SMA
|
5/07/2020
|
Sell
|
232,344
|
$1.251
|
|
Master
|
5/07/2020
|
Sell
|
895,078
|
$1.251
|
|
Value
|
5/07/2020
|
Sell
|
255,578
|
$1.251
|
|
SMA
|
5/07/2020
|
Sell
|
10,748
|
$1.2341
|
|
Master
|
5/07/2020
|
Sell
|
41,404
|
$1.2341
|
|
Value
|
5/07/2020
|
Sell
|
11,822
|
$1.2341
|