SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Deckers Outdoor Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

243537107

(CUSIP Number)

Richard T. McGuire III

Marcato Capital Management LP

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(415) 796-6350

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Richard M. Brand

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

(212) 504-6000

June 27, 2017

(Date of Event Which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 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).

SCHEDULE 13D

CUSIP No. 243537107 Page 2 of 9

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     1,952,531
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     1,952,531

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,952,531
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.1%
14	TYPE OF REPORTING PERSON     IA

SCHEDULE 13D

CUSIP No. 243537107 Page 3 of 9

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard T. McGuire III
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     1,952,531
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     1,952,531

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,952,531
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     6.1%
14	TYPE OF REPORTING PERSON     IN

SCHEDULE 13D

CUSIP No. 243537107 Page 4 of 9

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato International Master Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     1,806,294
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     1,806,294

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     1,806,294
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.6%
14	TYPE OF REPORTING PERSON     OO

SCHEDULE 13D

CUSIP No. 243537107 Page 5 of 9

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MCM Encore IM LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     146,237
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER      146,237

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     146,237
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.5%
14	TYPE OF REPORTING PERSON     IA

SCHEDULE 13D

CUSIP No. 243537107 Page 6 of 9

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marcato Encore Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS     WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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     146,237
	9	SOLE DISPOSITIVE POWER     0
	10	SHARED DISPOSITIVE POWER     146,237

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     146,237
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.5%
14	TYPE OF REPORTING PERSON     OO

	SCHEDULE 13D
CUSIP No. 243537107		Page 7 of 9

Item 1. Security and Issuer

This amendment No. 1 to Schedule 13D (this “Amendment No. 1”), amends and supplements the Schedule 13D filed on February 8, 2017 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 1, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the common stock, par value $0.01 per share (the “Shares”), of Deckers Outdoor Corporation, a Delaware corporation (the “Issuer”). Capitalized terms not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Initial 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

Item 4. Purpose of Transaction

On June 27, 2017, Marcato sent a letter to the board of directors of the Issuer and issued a press release announcing the delivery thereof. The press release (which includes a copy of the letter) is attached hereto as Exhibit C and incorporated by reference in this Item 4 in its entirety.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, (i) Marcato and Mr. McGuire may each be deemed to be the beneficial owner of 1,952,531 Shares (the “Marcato Shares”), constituting approximately 6.1% of the Shares, (ii) Marcato International may be deemed to be the beneficial owner of 1,806,294 Shares, constituting approximately 5.6% of the Shares and (iii) Marcato Encore LLC and Marcato Encore Fund may each be deemed to be the beneficial owner of 146,237 Shares, constituting approximately 0.5% of the Shares, each based upon a total of 31,990,065 Shares outstanding as of May 12, 2017 (based on disclosure in the Issuer’s Annual Report on Form 10-K filed with the SEC on May 30, 2017).

(b) Marcato International may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 1,806,294 Shares. Marcato Encore Fund may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares. Marcato, as the investment manager of Marcato International and the sole member of Marcato Encore LLC, which is the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Marcato may be deemed to be the beneficial owner of the Marcato Shares. Marcato Encore LLC, as the investment manager of Marcato Encore Fund, may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of 146,237 Shares and, therefore, Marcato may be deemed to be the beneficial owner of the such shares. By virtue of Mr. McGuire’s position as the managing partner of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote (and the shared power to dispose or direct the disposition) of the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.

(c) The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit D. Except as set forth in Exhibit D attached hereto, there have been no other transactions by the Reporting Persons in the securities of the Issuer in the past sixty days.

(d) The limited partners of (or investors in) Marcato International, or their respective subsidiaries or affiliated entities, for which Marcato or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds. The limited partners of (or investors in) Marcato Encore Fund, or their respective subsidiaries or affiliated entities, for which Marcato Encore LLC or its affiliates acts as general partner and/or investment manager have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

	SCHEDULE 13D
CUSIP No. 243537107		Page 8 of 9

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Marcato International has entered into swaps referencing 407,660 Shares. Under the terms of the swaps, (i) Marcato International will be obligated to pay to the counterparty any negative price performance of the specified notional number of Shares subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay Marcato International any positive price performance of the specified notional number of Shares subject to the swaps as of the expiration date of the swaps. Any dividends received by the counterparty on such notional Shares during the term of the swaps will be paid to Marcato International. All balances will be settled in cash. Marcato International’s counterparty for the swaps is Morgan Stanley Capital Services LLC. The swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in the swap contracts or Shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

Except for the arrangements described herein, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 of the Schedule 13D and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit A:	Joint Filing Agreement*
Exhibit B:	Schedule of Transactions in Shares*
Exhibit C:	Press Release, dated June 27, 2017
Exhibit D:	Schedule of Transactions in Shares

* Previously filed.

	SCHEDULE 13D
CUSIP No. 243537107		Page 9 of 9

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

Dated: June 28, 2017

Marcato Capital Management LP◆
By: Marcato Holdings LLC, its General Partner
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Authorized Person
MCM Encore IM LLC◆
By: Marcato Capital Management LP, its Sole Member
By: Marcato Holdings LLC, its General Partner
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Authorized Person
/s/ Richard T. McGuire III◆
Richard T. McGuire III
Marcato International Master Fund Ltd.
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Director
Marcato Encore Master Fund, Ltd.
By:	/s/ Richard T. McGuire III
	Richard T. McGuire III, Director

◆ This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

EX-99.C

Exhibit C

MARCATO SENDS LETTER TO DECKERS BOARD OF DIRECTORS

San Francisco – June 27, 2017 – Marcato Capital Management LP (“Marcato”), a San Francisco-based investment manager which manages funds that beneficially own approximately 6.0% of the outstanding common shares of Deckers Outdoor Corporation (NYSE: DECK) (“Deckers” or the “Company”), today sent a letter to Deckers’ Board of Directors highlighting the Company’s history of underperformance and questioning the Company’s leadership and ability to generate sustainable, long-term profitability.

Accordingly, if Deckers’ strategic review process does not culminate in a sale of the Company at an attractive value to all shareholders, Marcato will be prepared to seek significant Board change at the Company’s next annual meeting by nominating a slate of director candidates to replace the entire Board.

Marcato has retained Cadwalader, Wickersham & Taft LLP as legal counsel in connection with this matter.

The full text of the letter is below.

June 27, 2017

Deckers Outdoor Corporation Board of Directors

c/o Corporate Secretary

250 Coromar Drive

Goleta, CA 93117

Attn: John M. Gibbons, Lead Director

Dear Members of the Board of Directors,

Marcato Capital Management LP (“Marcato,” “we” or “us”) beneficially owns 6.0% of the outstanding shares of Deckers Outdoor Corporation (“Deckers” or the “Company”). For several years, while Deckers has enjoyed a strong, profitable brand with UGG, the Company has failed to translate this brand strength into growth in earnings and stockholder value. Throughout this period, recommendations made by stockholders to take corrective strategic action to improve profitability and stockholder value have been consistently ignored. The inevitable consequence has been a total collapse in shareholders’ confidence in the Company’s Board of Directors and management team: to our knowledge, prior to the Company engaging Moelis, at least six significant shareholders wrote letters to the Board demanding the Company pursue a sale of the business.

We acknowledge the Company’s announcement on April 25, 2017 that the “Board has initiated a process to review a broad range of strategic alternatives.” However, given a lack of transparency in the process, along with the Company’s history of strategic, operational, and capital allocation missteps, we remain concerned that the Company’s strategic review process conducted under the direction of the current Board and management team may not result in the maximum value for all stockholders. We also note that the Board lacks any meaningful stockholder representation and does not contain any members with deep professional experience in business valuation or corporate M&A, facts that, when combined with limited insider ownership, raise further doubts about the Board’s ability and incentive to maximize stockholder value during this critical time. Lastly, we observe that Angel Martinez, the Company’s Chairman and former CEO, has recently launched a campaign to be elected Mayor of Santa Barbara in this coming November’s election. These circumstances force shareholders to question whether the Board will have the appropriate leadership, focus, and urgency during this process.

For these reasons, we proposed to the Company that Marcato be afforded limited representation on the Company’s Board — a proposal that the Board has refused to take up in a timely fashion.

Our concerns are supported by a review of Deckers’ history of underperformance, which is not the result of one-off events beyond the Company’s control, but is instead attributable to years of poor decision making and operational neglect, highlighted by a failed retail expansion strategy, runaway corporate expenses, and wasteful capital allocation. While the Company has articulated a commitment to realize expense reductions totaling an estimated $100 million, our research and that of a highly-credible global consulting firm suggests that the true expense opportunity is much greater, likely more than $200 million in annual savings opportunity. In either case, we do not have confidence that, given the track record of this management team and Board of Directors, these expense opportunities will be achieved in an appropriate time frame. Instead, we expect that these cost savings opportunities represent sources of value to potential acquirers that should accrue to shareholders’ benefit in an effective sale process.

While we typically seek to work constructively with boards to implement change, we view this situation differently. Given Deckers’ chronic underperformance, stockholder frustration and fatigue, a sale of the Company in this case very likely offers the highest risk-adjusted return for stockholders. If, for any reason, the process fails to produce a desirable outcome, we believe a new management team led by a new Board of Directors will be much more likely to succeed in achieving the revenue and expense opportunities at Deckers. We are highly confident that the majority of Deckers’ stockholders share this perspective. Therefore, should Deckers’ strategic review process not culminate in a sale of the Company at an attractive value to all stockholders, we will be prepared to seek significant Board change at the Company’s next annual meeting by nominating a slate of director candidates to replace the entire Board.

Sincerely,

Mick McGuire

Managing Partner

Marcato Capital Management LP

Media Contacts:

Jonathan Gasthalter/Nathaniel Garnick/Amanda Klein

Gasthalter & Co.

(212) 257-4170

Cautionary Statement Regarding Forward-Looking Statements:

The information herein may contain forward-looking statements which reflect Marcato’s views with respect to, among other things, future events and financial performance. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe Marcato’s objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if Marcato’s underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Marcato that the future plans, estimates or expectations contemplated will ever be achieved.

EX-99.D

Exhibit D

Schedule of Transactions in Shares

The following table sets forth all transactions with respect to Shares effected in the last sixty days by the Reporting Persons or on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on June 27, 2017. All such transactions were sales effected in the open market, and the table includes commissions paid in per share prices.

Marcato International Master Fund Ltd.

Transaction Date	Transaction	Security	Shares Bought (Sold)	Unit Cost
6/16/2017	Buy	Common Stock	20,000	68.44
6/15/2017	Buy	Common Stock	25,000	69.05
6/14/2017	Buy	Common Stock	75,000	69.12

Marcato Encore Master Fund, Ltd.

Transaction Date	Transaction	Security	Shares Bought (Sold)	Unit Cost
6/27/2017	Buy	Common Stock	41,352	67.52
6/15/2017	Sell	Common Stock	(24,296)	69.00
6/14/2017	Sell	Common Stock	(49,187)	69.22
6/13/2017	Sell	Common Stock	(36,517)	69.33