0001839882-23-003172.txt : 20230207 0001839882-23-003172.hdr.sgml : 20230207 20230207171326 ACCESSION NUMBER: 0001839882-23-003172 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230207 DATE AS OF CHANGE: 20230207 GROUP MEMBERS: CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fossil Group, Inc. CENTRAL INDEX KEY: 0000883569 STANDARD INDUSTRIAL CLASSIFICATION: WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873] IRS NUMBER: 752018505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43117 FILM NUMBER: 23596057 BUSINESS ADDRESS: STREET 1: 901 S CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 BUSINESS PHONE: 9722342525 MAIL ADDRESS: STREET 1: 901 S CENTRAL EXPRESSWAY CITY: RICHARDSON STATE: TX ZIP: 75080 FORMER COMPANY: FORMER CONFORMED NAME: FOSSIL INC DATE OF NAME CHANGE: 19940218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Contrarius Investment Management Ltd CENTRAL INDEX KEY: 0001483738 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 BOND STREET CITY: ST. HELIER STATE: Y9 ZIP: JE2 3NP BUSINESS PHONE: 44 1534 823 136 MAIL ADDRESS: STREET 1: 2 BOND STREET CITY: ST. HELIER STATE: Y9 ZIP: JE2 3NP SC 13G/A 1 fosl-sc13ga_123122.htm AMENDMENT TO SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.

 

FOSSIL GROUP, INC.

 

(Name of Issuer)

 

COMMON STOCK

 

(Title of Class of Securities)

 

34988V106

 

(CUSIP Number)

 

December 31, 2022

 

(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 information required in 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 (as amended, the “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).

 

 

 

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CUSIP No. 34988V106 13G Page 2 of 7 pages

 

1

 

NAMES OF REPORTING PERSONS

 

CONTRARIUS INVESTMENT MANAGEMENT LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒

(b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Jersey, Channel Islands

 

NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5

 

SOLE VOTING POWER               0

 

6

 

SHARED VOTING POWER             0

 

7

 

SOLE DISPOSITIVE POWER      0

 

8

 

SHARED DISPOSITIVE POWER       0

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 

                                           ☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

 

TYPE OF REPORTING PERSON (See Instructions)

 

FI

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CUSIP No. 34988V106 13G Page 3 of 7 pages

 

1

 

NAMES OF REPORTING PERSONS

 

CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒

(b) ☐

 

3

 

SEC USE ONLY

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION 

Bermuda

 

NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5

 

SOLE VOTING POWER               0

 

6

 

SHARED VOTING POWER             0

 

7

 

SOLE DISPOSITIVE POWER       0

 

8

 

SHARED DISPOSITIVE POWER       0

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) 

                                           ☐

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0% 

12

 

TYPE OF REPORTING PERSON (See Instructions)

 

FI

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SCHEDULE 13G

 

Item 1(a). Name of Issuer:

 

Fossil Group, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

901 South Central Expressway 

Richardson, Texas, 75080

 

Item 2(a). Name of Person Filing:

 

Contrarius Investment Management Limited

 

Contrarius Investment Management (Bermuda) Limited

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

 

Contrarius Investment Management Limited - 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands

 

Contrarius Investment Management (Bermuda) Limited – Waterloo House, 100 Pitts Bay Road, Pembroke HM 08 Bermuda

 

Item 2(c). Citizenship:

 

Contrarius Investment Management Limited is a company organized under the laws of Jersey, Channel Islands.

 

Contrarius Investment Management (Bermuda) Limited is a company organized under the laws of Bermuda.

 

Item 2(d). Title of Class of Securities:

 

Common Stock

 

Item 2(e). CUSIP Number:

 

34988V106

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b) ☐Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) ☐Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

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(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f) ☐An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g) ☐ A parent holding company or control person in accordance with § 240.13d–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 (15 U.S.C. 80a-3).

 

(j) ☒ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

(k) ☒Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Equivalent to IA.

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount beneficially owned: 0

 

(b) Percent of class: 0.0%

 

(c) Number of shares as to which such person has:

 

(i) Sole power to vote or to direct the vote:       0

 

(ii) Shared power to vote or to direct the vote:   0

 

(iii) Sole power to dispose or to direct the disposition of:   0

 

(iv) Shared power to dispose or to direct the disposition of:   0

 

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 the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

 

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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.

 

Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are together making this filing because they may be deemed to constitute a “group” for the purposes of section 13(d)(3) of the Act.

 

Item 9. Notice of Dissolution of Group.

 

N/A

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

 

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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.

 

  7 February 2023
   
 

CONTRARIUS INVESTMENT MANAGEMENT LIMITED

   

  By: /s/ Thomas Daniel Perkins

  Name: Thomas Daniel Perkins
  Title: Director

 

  7 February 2023
   
 

CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED

 

  By: /s/ Matt De Kock

  Name: Matt De Kock
  Title: Director

 

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