0000921895-16-005401.txt : 20160811 0000921895-16-005401.hdr.sgml : 20160811 20160811172353 ACCESSION NUMBER: 0000921895-16-005401 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160809 FILED AS OF DATE: 20160811 DATE AS OF CHANGE: 20160811 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest III LP CENTRAL INDEX KEY: 0001666151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825527 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE, SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P. CENTRAL INDEX KEY: 0001559850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825529 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, LP DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: ENGAGED CAPITAL II LP DATE OF NAME CHANGE: 20121009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP CENTRAL INDEX KEY: 0001580761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825530 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP DATE OF NAME CHANGE: 20130703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC CENTRAL INDEX KEY: 0001580769 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825531 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welling Glenn W. CENTRAL INDEX KEY: 0001580771 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825532 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. CENTRAL INDEX KEY: 0001619827 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825528 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, Ltd. DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd. DATE OF NAME CHANGE: 20140918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital LLC CENTRAL INDEX KEY: 0001559771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22555 FILM NUMBER: 161825533 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 4 1 form409455019_08112016.xml OWNERSHIP DOCUMENT X0306 4 2016-08-09 1 0000941604 OUTERWALL INC OUTR 0001559771 Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001580771 Welling Glenn W. C/O ENGAGED CAPITAL, LLC 610 NEWPORT CENTER DR. SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001580769 Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001580761 Engaged Capital Flagship Master Fund, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN E9 KY1-1111 CAYMAN ISLANDS 0 0 0 1 See Footnote 1 0001559850 Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001619827 Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001666151 Engaged Capital Co-Invest III LP 610 NEWPORT CENTER DRIVE, SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 Common Stock 2016-08-09 4 S 0 281220 52.3608 D 403157 I By: Engaged Capital Flagship Master Fund, LP Common Stock 2016-08-09 4 S 0 678332 52.3608 D 972461 I By: Engaged Capital Co-Invest III, L.P. Common Stock 2016-08-09 4 S 0 39448 52.3609 D 56552 I By: Managed Account of Engaged Capital, LLC This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest III, L.P. ("Engaged Capital Co-Invest III"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Shares owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Flagship Master. Shares owned directly by Engaged Capital Co-Invest III. As the general partner and investment adviser of Engaged Capital Co-Invest III, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.3205 to $52.3886. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 5 to this Form 4. Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd. Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-08-11 /s/ Glenn W. Welling 2016-08-11 Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-08-11 Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-08-11 Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-08-11 Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 2016-08-11 Engaged Capital Co-Invest III, L.P.; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2016-08-11