0000899140-21-000358.txt : 20210305 0000899140-21-000358.hdr.sgml : 20210305 20210305163016 ACCESSION NUMBER: 0000899140-21-000358 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210305 DATE AS OF CHANGE: 20210305 GROUP MEMBERS: GEORGE S. LOENING GROUP MEMBERS: SEG PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Landcadia Holdings III, Inc. CENTRAL INDEX KEY: 0001822492 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91767 FILM NUMBER: 21718845 BUSINESS ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 713 850 1010 MAIL ADDRESS: STREET 1: 1510 WEST LOOP SOUTH CITY: HOUSTON STATE: TX ZIP: 77027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Select Equity Group, L.P. CENTRAL INDEX KEY: 0001592643 IRS NUMBER: 463465710 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 212 475-8335 MAIL ADDRESS: STREET 1: 380 LAFAYETTE STREET STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 SC 13G 1 s41368305a.htm SCHEDULE 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*


Landcadia Holdings III, Inc.
_____________________________________
(Name of Issuer)

Class A Common Stock
_____________________________________
(Title of Class of Securities)


51476H100
_____________________________________
(CUSIP Number)


February 26, 2021
_____________________________________
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐     Rule 13d-1(b)
☒     Rule 13d-1(c)
☐     Rule 13d-1(d)


*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 the 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. 51476H100
SCHEDULE 13G
Page 2 of 7 Pages
 

1
NAMES OF REPORTING PERSONS
 
Select Equity Group, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,202,339
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,202,339
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
5,202,339
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.41%*
12
TYPE OF REPORTING PERSON
 
IA
* Beneficial ownership based on 50,000,000 shares of Class A common stock outstanding as of November 13, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2020.





CUSIP No. 51476H100
SCHEDULE 13G
Page 3 of 7 Pages
 

1
NAMES OF REPORTING PERSONS
 
SEG Partners II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,002,164
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,002,164
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
3,002,164
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.00%*
12
TYPE OF REPORTING PERSON
 
PN
* Beneficial ownership based on 50,000,000 shares of Class A common stock outstanding as of November 13, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.





CUSIP No. 51476H100
SCHEDULE 13G
Page 4 of 7 Pages
 

1
NAMES OF REPORTING PERSONS
 
George S. Loening
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
5,202,339
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
5,202,339
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
5,202,339
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.41%*
12
TYPE OF REPORTING PERSON
 
IN/HC
* Beneficial ownership based on 50,000,000 shares of Class A common stock outstanding as of November 13, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2020.





Item 1(a)
Name of Issuer:
   
 
Landcadia Holdings III, Inc.
   
Item 1(b)
Address of Issuer’s Principal Executive Offices:
   
 
1510 West Loop South
 
Houston, Texas 77027
   
   
Items 2(a)
Name of Person Filing:
   
 
This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”), SEG Partners II, L.P., a Delaware limited partnership (“SEG Partners II”) and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner, and who is the managing member of SEG Partners II’s general partner. Select LP, SEG Partners II and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”
   
Item 2(b)
Address of Principal Business Office:
   
 
The business address of each of the Select Reporting Persons is:
   
 
380 Lafayette Street, 6th Floor
 
New York, New York 10003
   
Item 2(c)
Citizenship:
   
 
George S. Loening is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Class A Common Stock
   
Item 2(e)
CUSIP Number:
   
 
51476H100
   
   
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is:

 
(a)
☐
Broker or dealer registered under Section 15 of the Act;
 
(b)
☐
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
☐
Insurance company as defined in Section 3(a)(19) of the Act;
 
(d)
☐
Investment company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
☐
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
 
(k)
☐
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).




Item 4
Ownership:
   
 
The information required by Items 4(a)-(c), as of the close of business on March 2, 2021, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.
   
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
   
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
N/A
   
   
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
N/A
   
   
Item 8
Identification and Classification of Members of the Group:
   
 
N/A
   
   
Item 9
Notice of Dissolution of Group:
   
 
N/A
   
   
Item 10
Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.




SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 
SELECT EQUITY GROUP, L.P.
   
 
By: Select Equity GP, LLC, its General Partner
   
 
By:
/s/ George S. Loening                              
 
Name:
George S. Loening
 
Title:
Managing Member
   
   
 
SEG PARTNERS II, L.P.
   
 
By: SEG Partners II Holdings, LLC, its General Partner By:
   
 
By:
/s/ George S. Loening                          
 
Name:
George S. Loening
 
Title:
Manager
   
   
 
/s/ George S. Loening                                        
 
George S. Loening, an individual
   


Dated: March 5, 2021
















 EX-99.1 2 s41368305b.htm JOINT FILING AGREEMENT
EXHIBIT 99.1
AGREEMENT OF REPORTING PERSONS

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated:  March 5, 2021

 
SELECT EQUITY GROUP, L.P.
   
 
By: Select Equity GP, LLC, its General Partner
   
 
By:
/s/ George S. Loening                              
 
Name:
George S. Loening
 
Title:
Managing Member
   
   
 
SEG PARTNERS II, L.P.
   
 
By: SEG Partners II Holdings, LLC, its General Partner
   
 
By:
/s/ George S. Loening                          
 
Name:
George S. Loening
 
Title:
Manager
   
   
 
/s/ George S. Loening                                        
 
George S. Loening, an individual