SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gildan Activewear Inc.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
375916103
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 22, 2024
(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 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 (“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).
| CUSIP No. 375916103 | Page 2 of 8 |
| 1. |
Names of reporting persons.
Coliseum Capital Management, LLC | |||||
| 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)
AF | |||||
| 5. | Check 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
9,881,461 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,881,461 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,881,461 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
5.9% | |||||
| 14. | Type of reporting person (see instructions)
IA | |||||
| CUSIP No. 375916103 | Page 3 of 8 |
| 1. |
Names of reporting persons.
Coliseum Capital, LLC | |||||
| 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)
AF | |||||
| 5. | Check 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
8,112,975 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
8,112,975 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
8,112,975 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
4.8% | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 375916103 | Page 4 of 8 |
| 1. |
Names of reporting persons.
Coliseum Capital Partners, L.P. | |||||
| 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)
WC | |||||
| 5. | Check 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
7,067,612 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
7,067,612 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
7,067,612 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
4.2% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 375916103 | Page 5 of 8 |
| 1. |
Names of reporting persons.
Coliseum Capital Co-Invest III, L.P. | |||||
| 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)
WC | |||||
| 5. | Check 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
1,045,363 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
1,045,363 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
1,045,363 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
0.6% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 375916103 | Page 6 of 8 |
| 1. |
Names of reporting persons.
Adam Gray | |||||
| 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)
AF | |||||
| 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
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
9,881,461 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,881,461 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,881,461 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
5.9% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 375916103 | Page 7 of 8 |
| 1. |
Names of reporting persons.
Christopher Shackelton | |||||
| 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)
AF | |||||
| 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
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
9,881,461 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
9,881,461 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
9,881,461 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
5.9% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 375916103 | Page 8 of 8 |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as defined below) on December 27, 2023 (the “Original Schedule 13D”), relating to the common shares (the “Common Shares”) of Gildan Activewear Inc. (the “Issuer”). As used in this Amendment No. 1, the term “Reporting Persons” collectively refers to:
| • | Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”); |
| • | Coliseum Capital, LLC, a Delaware limited liability company (“CC”); |
| • | Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”); |
| • | Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership (“CCC III”); |
| • | Adam Gray (“Mr. Gray”); and |
| • | Christopher Shackelton (“Mr. Shackelton”). |
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby supplemented as follows:
On April 22, 2024, Mr. Shackelton informed the Board of Directors of the Issuer that he will not stand for re-election at the Issuer’s 2024 annual meeting and will retire from the Board of Directors of the Issuer after such annual meeting.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) of the Original Schedule 13D is hereby amended and restated as follows:
(a) – (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 168,661,402 Common Shares outstanding as of February 19, 2024, as reported in the Issuer’s Annual Report on Form 40-F filed with the Securities and Exchange Commission on February 21, 2024.
(c) There have been no trades in Common Shares effected by the Reporting Persons in the sixty days preceding the filing of this Amendment No. 1.
SIGNATURES
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.
Dated: April 23, 2024
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL CO-INVEST III, L.P. | |||||||
| By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||