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"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Designer Brands Inc. (Name of Issuer) |
Class A Common Shares, without par value (Title of Class of Securities) |
250565108 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 250565108 |
| 1 | Names of Reporting Persons
Stone House Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO, IA |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include 1,500,000 Class A Common Shares, without par value ("Common Stock") of Designer Brands Inc. (the "Issuer") that may be acquired by the Reporting Persons within 60 days upon the exercise of call options (the "Options") to purchase Common Stock of the Issuer. The figure in Item 11 is based upon 40,242,472 shares of Common Stock of the Issuer outstanding as of March 17, 2025, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended February 1, 2025, filed with the U.S. Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 250565108 |
| 1 | Names of Reporting Persons
SH Capital Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 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)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include 1,500,000 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the exercise of the Options. The figure in Item 11 is based upon 40,242,472 shares of Common Stock of the Issuer outstanding as of March 17, 2025, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended February 1, 2025, filed with the U.S. Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13G
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| CUSIP No. | 250565108 |
| 1 | Names of Reporting Persons
Mark Cohen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00 | ||||||||
| 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)
17.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: The figures in Items 6, 8, and 9 include 1,500,000 shares of Common Stock that may be acquired by the Reporting Persons within 60 days upon the exercise of the Options. The figure in Item 11 is based upon 40,242,472 shares of Common Stock of the Issuer outstanding as of March 17, 2025, as disclosed in the Issuer's annual report on Form 10-K for the fiscal year ended February 1, 2025, filed with the U.S. Securities and Exchange Commission on March 24, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Designer Brands Inc. | |
| (b) | Address of issuer's principal executive offices:
810 DSW Drive, Columbus, Ohio, 43219 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC ("Stone House"), SH Capital Partners, L.P. ("Partners"), and Mark Cohen (collectively referred to herein as "Reporting Persons"). Partners is the record and direct beneficial owner of the securities covered by this statement. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o Stone House Capital Management, LLC, 1019 Kane Concourse, Suite 202, Bay Harbor Islands, Florida 33154. | |
| (c) | Citizenship:
See Item 4 on the cover page(s) hereto. | |
| (d) | Title of class of securities:
Class A Common Shares, without par value | |
| (e) | CUSIP No.:
250565108 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover page(s) hereto. | |
| (b) | Percent of class:
See Item 11 on the cover page(s) hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page(s) hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page(s) hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page(s) hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page(s) hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Ite m 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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: Exhibit Information Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on September 17, 2024, by the Reporting Persons with the SEC)