Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
|
BEST BUY CO INC (Name of Issuer) |
Common Stock, par value $0.10 per share (Title of Class of Securities) |
086516101 (CUSIP Number) |
Allen Overy Shearman Sterling 599 Lexington Avenue, New York, NY, 10022 (212) 848-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/09/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 086516101 |
| 1 |
Name of reporting person
SCHULZE RICHARD M | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,112,851.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 086516101 |
| 1 |
Name of reporting person
Olympus Investments Limited Partnership B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organiza
tion
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
702,903.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 086516101 |
| 1 |
Name of reporting person
The Richard M. Schulze Family Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MINNESOTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
196,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.10 per share | |
| (b) | Name of Issuer:
BEST BUY CO INC | |
| (c) | Address of Issuer's Principal Executive Offices:
7601 Penn Avenue, South Richfield,
MINNESOTA
, 55423. | |
Item 1 Comment:
This Amendment No. 14 to the Schedule 13D (this "Amendment No. 14") hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on January 15, 1996 (the "Initial Schedule"), as amended and supplemented by Amendment No. 1 filed on June 7, 2012, Amendment No. 2 filed on August 6, 2012, Amendment No. 3 filed on August 16, 2012, Amendment No. 4 filed on August 20, 2012, Amendment No. 5 filed on August 20, 2012, Amendment No. 6 filed on August 27, 2012, Amendment No. 7 filed on December 14, 2012, Amendment No. 8 filed on March 1, 2013, Amendment No. 9 filed on March 25, 2013, Amendment No. 10 filed on October 23, 2013, Amendment No.11 filed on September 30, 2015, Amendment No. 12 filed on January 20, 2023, and Amendment No. 13 filed on June 5, 2024 (the "Amendments", together with the Initial Schedule, the "Schedule 13D") on behalf of the Reporting Persons. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following: On June 9, 2025, the Family Foundation and Mr. Schulze sold Shares into the open market. The Shares were sold as part of Mr. Schulze's personal long-term strategy for asset diversification and liquidity. Effective April 7, 2025, Mr. Schulze adopted a pre-arranged trading plan to sell Shares owned by the Reporting Persons in the open market (the "April 2025 Plan"). The Shares to be sold pursuant to the April 2025 Plan are part of Mr. Schulze's personal estate planning. The Shares to be sold are subject to the provisions of the April 2025 Plan until the April 2025 Plan expires, which is expected to occur in May 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended as follows: The first two paragraphs of Item 5(a) are hereby amended and restated as follows: (a) The percentages used herein are calculated based upon 211,346,694 Shares outstanding as of June 4, 2025, as reported by the Company in its most recent Form 10-Q filed with the SEC on June 6, 2025. As of the date of this Amendment No. 14, the Reporting Persons beneficially owned in the aggregate 15,112,851 Shares, constituting approximately 7.2% of the outstanding Shares. As of the date of this Amendment No. 14, the Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows: Item 5(a)(i) is hereby amended and restated in its entirety as follows: (i) Mr. Schulze, individually and as trustee to the various trusts listed in Item 2(i), beneficially owns 15,112,851 Shares, constituting approximately 7.2% of the outstanding Shares. Mr. Schulze disclaims beneficial ownership of such Shares for all other purposes. This figure excludes (a) 7,000,716 Shares held personally by his spouse and in trusts for the benefit of Mr. Schulze's spouse, Mr. Schulze's children and grandchildren, and the children of Mr. Schulze's spouse, and (b) 172,831 Richard M Schulze Qualified Terminable Interest Property Marital Trust, in each case as to which Mr. Schulze disclaims beneficial ownership. Item 5(a)(iii) is hereby amended and restated in its entirety as follows: (iii) Olympus B may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) 702,903 Shares, constituting approximately 0.3% of the outstanding Shares. Olympus B disclaims beneficial ownership of such Shares for all other purposes. Item 5(a)(v) is hereby amended and restated in its entirety as follows: (v) The Family Foundation may be deemed to own beneficially (as that term is defined in Rule 13-d under the Securities Exchange Act of 1934) 196,100 Shares, constituting approximately 0.1% of the outstanding Shares. The Family Foundation disclaims beneficial ownership of such Shares for all other purposes. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows: (b) Mr. Schulze has the sole power to vote or direct the vote of and to dispose of or direct the disposition of 14,213,8848 Shares. Mr. Schulze has shared power to vote or direct the vote of and to dispose of or direct the disposition of 899,003 Shares. Olympus B may be deemed to share with Mr. Schulze the power to vote or direct the vote of and to dispose of or direct the disposition of 702,903 Shares. The Family Foundation may be deemed to share with Mr. Schulze the power to vote or direct the vote of and to dispose of or direct the disposition of 196,100 Shares. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows: (c) Mr. Schulze made the following transactions in the Shares that were effected during the past sixty days. ------------------- ----------------- ------------------ ----------------- ----------------- ------------------------------ Identity Transaction Date Number of Price Per Where and How Type Shares Shares the Transaction Was Effected ------------------- ----------------- ------------------ ----------------- ----------------- ------------------------------ The Family Sale June 9, 2025 (200,000) 72.95 1 Open Market Foundation ------------------- ----------------- ------------------ ----------------- ----------------- ------------------------------ Richard M. Sale June 9, 2025 (529,201) 72.95 2 Open Market Schulze ------------------- ----------------- ------------------ ----------------- ----------------- ------------------------------- 1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.75 to $73.42, inclusive. The reporting person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. 2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.75 to $73.42, inclusive. The reporting person undertakes to provide to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented to add the following: Effective April 7, 2025, Mr. Schulze adopted the April 2025 Plan, a discussion of which is contained in Item 4 hereof and is incorporated into this Item 6 by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement, dated June 11, 2025, among the Reporting Persons | ||
| 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.
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Comments accompanying signature:
[Signature Page to Schedule 13D/A (Amendment No. 14)] |