SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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TAILORED BRANDS INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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87403A107
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(CUSIP Number)
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Michael J. Burry
c/o Scion Asset Management, LLC
20665 4th Street, Suite 201
Saratoga, CA 95070
Telephone: (408) 441 8400
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 5, 2020
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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SCION ASSET MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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8
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SHARED VOTING POWER
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1,700,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,700,000
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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SCION ASSET PARTNERS, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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8
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SHARED VOTING POWER
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1,700,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,700,000
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, HC
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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SCION CAPITAL GROUP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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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
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0
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8
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SHARED VOTING POWER
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1,700,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,700,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,700,000
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 5 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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SCION MASTER G7, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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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)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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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
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0
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8
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SHARED VOTING POWER
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1,024,074
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,024,074
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,024,074
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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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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 6 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
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DARKWAND, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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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)
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AF
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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8
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SHARED VOTING POWER
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1,399,953
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,399,953
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,399,953
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|||
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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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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.9% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 7 of 10
Pages
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1
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NAMES OF REPORTING PERSONS
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MICHAEL J. BURRY
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
|
||||
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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)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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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
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0
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|||
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||||
8
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SHARED VOTING POWER
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1,700,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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1,700,000
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|||
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,700,000
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|||
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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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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.5% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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CUSIP No. 87403A107
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SCHEDULE 13D
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Page 8 of
10 Pages
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Item 1.
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SECURITY AND ISSUER
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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.
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Item 5.
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INTEREST IN THE SECURITIES OF THE ISSUER
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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.
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Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
|
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit J
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Schedule of Transactions, in response to Item 5(c)
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CUSIP No. 87403A107
|
SCHEDULE 13D
|
Page 9 of 10 Pages
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CUSIP No. 87403A107
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SCHEDULE 13D
|
Page 10 of 10 Pages
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Entity Name
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Transaction Date
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Transaction Type
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Quantity
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Price Per Share (excluding commissions)
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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
|