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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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DULUTH HOLDINGS INC. (Name of Issuer) |
Class B Common Stock, no par value per share (Title of Class of Securities) |
26443V101 (CUSIP Number) |
Dennis F. Connolly Godfrey & Kahn, S.C., 833 E. Michigan Street, Suite 1800 Milwaukee, WI, 53202 414-273-3500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (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. | 26443V101 |
| 1 |
Name of reporting person
PUGLIESE STEPHANIE L. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | 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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| 11 | Aggregate amount beneficially owned by each reporting person
1,972,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, no par value per share | |
| (b) | Name of Issuer:
DULUTH HOLDINGS INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
201 EAST FRONT STREET, MOUNT HOREB,
WISCONSIN
, 53572. | |
Item 1 Comment:
This Statement on Schedule 13D relates to the shares of Class B common stock, no par value per share ("Common Stock"), of Duluth Holdings Inc., a Wisconsin corporation (the "Issuer"). The address of the principal executive office of the Issuer is 201 East Front Street, Mount Horeb, Wisconsin 53572. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is
being filed by Ms. Stephanie L. Pugliese. | |
| (b) | The business address of Ms. Pugliese is 201 East Front Street, Mount Horeb, Wisconsin 53572. | |
| (c) | Ms. Pugliese will be the President and Chief Executive Officer and a director of the Issuer, effective May 5, 2025. | |
| (d) | Ms. Pugliese has not been convicted in a criminal proceeding during the last five years. | |
| (e) | Ms. Pugliese has not been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and therefore is not, as a result of any such proceeding subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years. | |
| (f) | Ms. Pugliese is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As of March 31, 2025, Ms. Pugliese holds or has a right to acquire an aggregate of 1,972,280 shares of Common Stock. Ms. Pugliese previously acquired 212,748 shares of Common Stock pursuant to awards of stock granted under the 2015 Equity Incentive Plan of the Issuer during her previous service as the Issuer's President and Chief Executive Officer. Ms. Pugliese has a right to acquire 1,759,532 shares of Common Stock in connection with her appointment as the Issuer's President and Chief Executive Officer, in accordance with the terms of her employment agreement with the Issuer, effective May 5, 2025 (the "Employment Agreement"). | ||
| Item 4. | Purpose of Transaction | |
The Issuer has agreed to grant Ms. Pugliese an aggregate of 1,759,532 shares of Common Stock as an inducement to accept employment as the Issuer's President and Chief Executive Officer. In connection with Ms. Pugliese's appointment as President and Chief Executive Officer, she will also serve as a member of the Board of Directors of the Issuer (the "Board"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Ms. Pugliese holds or has a right to acquire 1,972,280 shares of Common Stock, which represents 5.9% of the shares of Common Stock issued and outstanding. In connection with the grant of 1,759,532 shares of Common Stock on May 5, 2025, Ms. Pugliese may elect to have the Issuer withhold a portion of such shares to satisfy tax withholding obligations upon vesting of such shares. A portion of such shares will be subject to repayment in connection with certain terminations of her employment. Pursuant to the Employment Agreement, Ms. Pugliese is eligible to receive an annual grant of equity compensation to be based on annual results of her performance review and certain performance metrics as determined by the Board and/or the Compensation Committee of the Board (the "Compensation Committee"), as applicable. For fiscal 2026, Ms. Pugliese will receive two equity grants, with (i) the first grant having a minimum grant date fair value of $1,700,000 and vesting ratably on the first, second and third anniversaries of the grant date and (ii) the second grant having a minimum grant date fair value of $600,000 and vesting 100% on the third anniversary of the grant date, each grant subject to Ms. Pugliese's continuous employment through the applicable vesting dates and subject to such other terms and conditions as the Compensation Committee and/or the Board may approve. The form of such equity grants and specific grant date fair value shall be determined by the Board and/or Compensation Committee in its discretion.The calculation of 5.9% in this Item 5 and Item 13 of the cover page is based on 33,533,880 shares of Common Stock of the Issuer, which includes: (i) 31,774,348 shares of Common Stock, outstanding as of March 19, 2025 as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended February 2, 2025, filed by the Issuer on March 24, 2025 and (ii) 1,759,532 shares of Common Stock, which the Issuer will grant to Ms. Pugliese in connection with her appointment as President and Chief Executive Officer of the Issuer. | |
| (b) | Ms. Pugliese has sole voting and sole dispositive power over the previously acquired 212,748 shares of Common Stock. Upon grant of the 1,759,532 shares of Common Stock on May 5, 2025, Ms. Pugliese will have sole voting and sole dispositive power over an additional 586,511 shares of Common Stock and sole voting power over an additional 1,173,021 shares of Common Stock. | |
| (c) | Not applicable. | |
| (d) | No person other than Ms. Pugliese has the right to receive or to direct the power to receive dividends from, or the proceeds from the sale of the shares of, Common Stock owned by Ms. Pugliese. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Ms. Pugliese has a right to acquire 1,759,532 shares of Common Stock in connection with her appointment as the Issuer's President and Chief Executive Officer, in accordance with the terms of the Employment Agreement, effective May 5, 2025. The grants will be subject to the terms of award agreements to be entered into between Ms. Pugliese and the Issuer, effective May 5, 2025. Future annual grants of equity compensation will be made pursuant to the Issuer's 2024 Equity Incentive Plan, or successor plan, and will be subject to the terms of award agreements. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Employment Agreement between Stephanie L. Pugliese and Duluth Holdings Inc., effective as of May 5, 2025, incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on April 2, 2025.https://www.sec.gov/Archives/edgar/data/1649744/000119312525071322/d936221dex101.htm | ||
| 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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