Item 1(a).
|
Name of Issuer:
|
Sears Hometown and Outlet Stores, Inc.
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
3333 Beverly Road, Hoffman Estates, Illinois 60179.
Item 2(a).
|
Name of Person Filing:
|
This statement is jointly filed by Baker Street Capital L.P., a Delaware limited partnership (“BSC LP”), Baker Street Capital Management, LLC, a California limited liability company (“Baker Street Capital Management”), and Vadim Perelman (“Mr. Perelman”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Baker Street Capital Management is the general partner of BSC LP. Mr. Perelman is the managing member of Baker Street Capital Management. By virtue of these relationships, each of Baker Street Capital Management and Mr. Perelman may be deemed to beneficially own the Shares (as defined below), that may be acquired within 60 days upon the exercise of subscription rights to purchase Shares of the Issuer owned directly by BSC LP.
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each of the Reporting Persons is 12400 Wilshire Blvd., Suite 940, Los Angeles, California 90025.
BSC LP is organized under the laws of the State of Delaware. Baker Street Capital Management is organized under the laws of the State of California. Mr. Perelman is a citizen of the United States of America.
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.01 per share (the “Shares”).
812362101
Item 3.
|
If this statement is filed pursuant to Section 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).
|
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
All ownership information reported in this Item 4 is as of the close of business on September 21, 2012.
BSC LP
|
(a)
|
Amount beneficially owned:
|
1,507,148 Shares
6.5% (based upon 23,100,000 Shares outstanding, which is the total number of Shares outstanding as of September 7, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2012).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
1,507,148 Shares
|
(ii)
|
Shared power to vote or to direct the vote
|
0 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,507,148 Shares
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0 Shares
Baker Street Capital Management
|
(a)
|
Amount beneficially owned:
|
1,507,148 Shares*
6.5% (based upon 23,100,000 Shares outstanding, which is the total number of Shares outstanding as of September 7, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2012).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
1,507,148 Shares*
|
(ii)
|
Shared power to vote or to direct the vote
|
0 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,507,148 Shares*
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0 Shares
____________________
* Consists of the Shares that may be acquired within 60 days upon the exercise of subscription rights to purchase Shares of the Issuer owned directly by BSC LP.
Mr. Perelman
|
(a)
|
Amount beneficially owned:
|
1,507,148 Shares*
6.5% (based upon 23,100,000 Shares outstanding, which is the total number of Shares outstanding as of September 7, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 10, 2012).
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote
|
1,507,148 Shares*
|
(ii)
|
Shared power to vote or to direct the vote
|
0 Shares
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
1,507,148 Shares*
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0 Shares
____________________
* Consists of the Shares that may be acquired within 60 days upon the exercise of subscription rights to purchase Shares of the Issuer owned directly by BSC LP.
As the general partner of BSC LP, Baker Street Capital Management may be deemed to be the beneficial owner of the Shares that may be acquired within 60 days upon the exercise of subscription rights to purchase Shares of the Issuer owned directly by BSC LP. As the managing member of Baker Street Capital Management, Mr. Perelman may be deemed to be the beneficial owner of the Shares that may be acquired within 60 days upon the exercise of subscription rights to purchase Shares of the Issuer owned directly by BSC LP.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
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 five percent of the class of securities, check the following [ ].
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
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.
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 24, 2012
|
BAKER STREET CAPITAL L.P.
|
|
|
|
By:
|
Baker Street Capital Management, LLC
General Partner
|
|
|
|
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
|
BAKER STREET CAPITAL MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Vadim Perelman
|
|
Name:
|
Vadim Perelman
|
|
Title:
|
Managing Member
|
|
|
|
/s/ Vadim Perelman
|
|
VADIM PERELMAN
|