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. ¨
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).
* This Amendment No. 3 (“Amendment
No. 3”) is being filed to reflect a 1% change in ownership; caused by change in number of Common Stock outstanding
as indicated by the issuer on the 10-Q filing reported on September 13, 2019, not through the purchase or sale of the security, which amends and supplements the Amendment No. 2 (“Amendment No. 2”) filed on April 25, 2019, which
amends and supplements the Schedule 13D filed on February 2, 2018, as amended and restated in its entirety by Amendment No. 1
filed on August 2, 2018 (as amended and restated, the “Schedule 13D”), by Cove Street Capital, LLC and Jeffrey
Bronchick. Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule
13D.
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CUSIP No. 03755M102
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13D
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Page 2 of 3 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cove Street Capital, LLC I.R.S IDENTIFICATION NO 27-5376591
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(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 (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
3,556,739
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
4,164,058 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,164,058
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.59% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IA
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(1) The shared dispositive power includes 367,786 shares of
a separately managed account, where CSC does not have any voting power over.
(2) The percentage was calculated based on 16,935,409 shares of Common Stock, as follows: (i) 16,565,057 shares of Common Stock outstanding as of September 13, 2019 as indicated by the issuer on the 10-Q filing reported on September 13, 2019 , plus
(ii) 370,352 shares of Common Stock issuable upon exercise of warrants issued to Cove Street Capital and exercisable.
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CUSIP No. 03755M102
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13D
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Page 2 of 3 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Bronchick
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
25,000
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8.
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SHARED VOTING POWER
3,556,739
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9.
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SOLE DISPOSITIVE POWER
25,000
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10.
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SHARED DISPOSITIVE POWER
4,189,058(1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,189,058
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.74% (2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1) The shared dispositive power includes 367,786 shares of
a separately managed account, where CSC does not have any voting power over..
2) The percentage was calculated based on 16,935,409 shares of Common Stock, as follows: (i) 16,565,057 shares of Common Stock outstanding as of September 13, 2019 as indicated by the issuer on the 10-Q filing reported on September 13, 2019 , plus
(ii) 370,352 shares of Common Stock issuable upon exercise of warrants issued to Cove Street Capital and exercisable.
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CUSIP No. 03755M102
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13D
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Page 2 of 3 Pages
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Item 1. Security and Issuer.
This Amendment No. 3 (“Amendment No.
3”) is being filed to reflect a 1% change in ownership; caused by change in number of Common Stock outstanding
as indicated by the issuer on the 10-Q filing reported on September 13, 2019, not through the purchase or sale of the security, which amends and supplements the Amendment
No. 2 (“Amendment
No. 2”) filed on April 25, 2019, which amends and supplements the Schedule 13D filed on February 2, 2018, as
amended and restated in its entirety by Amendment No. 1 filed on August 2, 2018 (as amended and restated, the “Schedule
13D”), by Cove Street Capital, LLC and Jeffrey Bronchick. with respect to the common stock, par value $0.02 per share
("Common Stock"), of Apex Global Brands Inc., a Delaware corporation (the "Issuer"). The address of the principal executive
offices of the Issuer are located at 5990 Sepulveda Boulevard, Suite 600, Sherman Oaks, CA 91411.
Item 2. Identity and Background.
a) This statement on Schedule 13D is being filed under the Securities Exchange Act of 1934 by Cove Street Capital, LLC, a
Delaware limited liability company ("Cove Street Capital" or "CSC"), and Mr. Jeffrey Bronchick, an individual.
b) The address
of the principal office of each CSC and Mr. Bronchick is 2101 East El Segundo Boulevard, Suite 302, El Segundo, CA 90245.
c)
The principal business of CSC is to serve as the investment advisor to certain separately managed accounts. Mr. Bronchick
is the Portfolio Manager and Founder of Cove Street Capital LLC.
d) Neither CSC nor any of its members has, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
e) Neither CSC
nor any of its members was, during the last five years, 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 (1)
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2)
finding any violation with respect to such laws.
f) CSC is a Delaware limited liability company. Mr. Bronchick is a citizen
of the United States of America.
Item 3. Source or Amount of Funds or
Other Consideration.
CSC,
in its capacity as an investment adviser, expended an aggregate of approximately $19,302,953 of its separately managed
account clients' capital to acquire 3,793,706 of the shares of Common Stock held collectively held by the separately managed
account clients were acquired pursuant to transactions and arrangements described below. No monies were borrowed for any such
acquisitions.
Mr. Bronchick expended
an aggregate of approximately $73,631 to acquire the 25,000 shares of Common Stock held by him.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as
follows:
The Reporting Persons are
filing this Amendment No. 3 is being filed to reflect a 1% change in ownership; caused by change in number of Common Stock outstanding
as indicated by the issuer on the 10-Q filing reported on September 13, 2019, not through the purchase or sale of the security,
The Reporting Persons may further purchase, hold,
vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from
changes in market prices of such Common Stock, changes in the Issuer's operations, business strategy or prospects, or from sale
or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects,
business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well
as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent
with its investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or
directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment
and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result
in, the Reporting Persons modifying their ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's operations, governance, management or capitalization,
or in proposing one or more of the other actions.
The Reporting Persons reserve the right to formulate
other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or
all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose
of all the Common Stock owned by them, in the public market or privately negotiated transactions. The Reporting Persons may at
any time reconsider and change their plans or proposals relating to the foregoing.
Item 5. Interest in Securities of the
Issuer.
The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.
(a)
As of the date of this Amendment No. 3, each of the Reporting Persons beneficially owns shares of Common Stock in such
numbers as set forth on the cover pages of this Amendment No. 3. The total number of shares each of the Reporting Persons
beneficially owns represents such percentages as set forth on the cover pages to this Amendment No. 3 of the Common Stock
outstanding. The percentages used in this Schedule 13D are calculated based on 16,935,409 shares of Common Stock, as follows:
(i) 16,565,057 shares of Common Stock outstanding as of September 13, 2019 as indicated by the issuer on the 10-Q filing
reported on September 13, 2019 , plus (ii) 370,352 shares of Common Stock issuable upon exercise of warrants issued to Cove
Street Capital and exercisable as of or within 60 days within the date this Amendment No.3 is filed with the Commission.
(b) None of the Reporting Persons has sole power to vote or direct the vote or sole power to
dispose or direct the disposition of the Common Stock reported herein, except that Mr. Bronchick has sole voting and dispositive
power with respect to 25,000 shares of Common Stock.
(c)
During the past 60 days, the Reporting Persons engaged in the following transactions: This percent change in ownership is
due to the recent company reporting
Date of Transactions
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Buys/Sells
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Quantity
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Amount
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Unit Price
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8/20/2019
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Sell
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4,951
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$ 2,549.21
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$ 0.52
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8/21/2019
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Sell
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6,004
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$ 3,091.99
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$ 0.53
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8/22/2019
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Sell
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1,000
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$ 529.98
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$ 0.54
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8/28/2019
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Sell
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8,054
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$ 5,280.08
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$ 0.67
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8/29/2019
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Sell
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10,442
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$ 6,103.22
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$ 0.59
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Except
as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings, or relationships (legal or
otherwise) among CSC, or between any third party, with respect to any securities of the Issuer.
Item 7. Material to Be Filed as
Exhibits.
N/A
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CUSIP No. 03755M102
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13D
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Page 3 of 3 Pages
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SIGNATURE
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.
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COMPANY NAME
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/s/ Merihan Tynan
Merihan Tynan
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Chief Compliance Officer
Insert Title
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September 23, 2019
Insert Date
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Jeffrey Bronchick
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/s/ Jeffrey Bronchick
Jeffrey Bronchick
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September 23,2019
Insert Date
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