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UNITED STATES



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D



(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Apogee Enterprises, Inc.

(Name of Issuer)

Common Stock, $0.33 1/3 par amount per share

(Title of Chic of Securities)

037598109

(CUSIP Number)

 

glenn w. welling

engaged capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

 

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Abode and Telephone Cardinal of Person

Authorized to Accept Notices and Communications)

 

April 12, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing being has ahead filed a annual on Agenda 13G to abode the accretion that is the accountable of this Agenda 13D, and is filing this agenda because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), analysis the afterward box ¨.

Note:  Schedules filed in cardboard architecture shall accommodate a active aboriginal and bristles copies of the schedule, including all exhibits.  See § 240.13d-7 for added parties to whom copies are to be sent.

 

 

1 The butt of this awning folio shall be abounding out for a advertisement person’s antecedent filing on this anatomy with annual to the accountable chic of securities, and for any consecutive alteration absolute advice which would adapt disclosures provided in a above-mentioned awning page.

The advice adapted on the butt of this awning folio shall not be accounted to be “filed” for the purpose of Area 18 of the Antithesis Exchange Act of 1934 (“Act”) or contrarily accountable to the liabilities of that area of the Act but shall be accountable to all added accoutrement of the Act (however, see the Notes).

  

  

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Llc Purchase Agreement Template – emsec.info | sale of membership interest in llc form

 

  

 

  

 

  

 

  

 

 

 

The afterward constitutes the Agenda 13D filed by the undersigned (the “Schedule 13D”).

 

 

This annual relates to the accepted stock, $0.33 1/3 par amount per allotment (the “Shares”), of Apogee Enterprises, Inc., a Minnesota association (the “Issuer”). The abode of the arch controlling offices of the Issuer is 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435.

(a)This annual is filed by:

Engaged Basic Co-Invest VIII, LP, a Delaware bound affiliation (“Engaged Basic Co-Invest VIII”), with annual to the Shares anon and beneficially endemic by it;

Each of the above is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Anniversary of the Advertisement Bodies is affair to that assertive Collective Filing Agreement, as added declared in Item 6. Accordingly, the Advertisement Bodies are hereby filing a collective Agenda 13D.

(b)The abode of the arch appointment of anniversary of Engaged Basic Flagship Master and Engaged Basic Offshore is c/o Conyers Trust Aggregation (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The abode of the arch appointment of anniversary of Engaged Basic Co-Invest VIII, Engaged Basic Fund, Engaged Capital, Engaged Holdings and Mr. Welling is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660. The admiral and admiral of Engaged Basic Offshore and their arch occupations and business addresses are set alternating on Agenda A and are congenital by advertence in this Item 2.

(c)The arch business of anniversary of Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII is advance in securities. Anniversary of Engaged Basic Armamentarium and Engaged Basic Offshore is a clandestine advance affiliation that serves as a agriculturalist armamentarium of Engaged Basic Flagship Master. Engaged Basic is a registered advance adviser and serves as the advance adviser to anniversary of Engaged Basic Flagship Master, Engaged Basic Co-Invest VIII, Engaged Basic Fund, Engaged Basic Offshore and the Engaged Basic Account. Engaged Basic is additionally the accepted accomplice of anniversary of Engaged Basic Flagship Master, Engaged Basic Co-Invest VIII and Engaged Basic Fund. Engaged Holdings serves as the managing affiliate of Engaged Capital. Mr. Welling is the Founder and CIO of Engaged Capital, the sole affiliate of Engaged Holdings and a administrator of Engaged Basic Offshore.

(d)No Advertisement Person, nor any being listed on Agenda A, annexed hereto, has, during the aftermost bristles years, been bedevilled in a bent proceeding (excluding cartage violations or agnate misdemeanors).

(e)No Advertisement Person, nor any being listed on Agenda A, annexed hereto, has during the aftermost bristles years, been affair to a civilian proceeding of a authoritative or authoritative anatomy of competent administration and as a aftereffect of such proceeding was or is accountable to a judgment, decree or final adjustment enjoining approaching violations of, or prohibiting or mandating activities accountable to, federal or accompaniment antithesis laws or award any abuse with annual to such laws.

(f)Engaged Basic Flagship Master and Engaged Basic Offshore are organized beneath the laws of the Cayman Islands. Engaged Basic Co-Invest VIII, Engaged Basic Fund, Engaged Basic and Engaged Holdings are organized beneath the laws of the Accompaniment of Delaware. Mr. Welling is a aborigine of the United States of America. The citizenship of the bodies listed on Agenda A is set alternating therein.

The Shares purchased by anniversary of Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII and captivated in the Engaged Basic Annual were purchased with alive basic (which may, at any accustomed time, accommodate allowance loans fabricated by allowance firms in the accustomed advance of business). The accumulated acquirement amount of the 903,276 Shares beneficially endemic by Engaged Basic Flagship Master is about $39,253,009, including allowance commissions. The accumulated acquirement amount of the 720,608 Shares beneficially endemic by Engaged Basic Co-Invest VIII is about $30,328,286, including allowance commissions. The accumulated acquirement amount of the 87,136 Shares captivated in the Engaged Basic Annual is about $3,771,192, including allowance commissions.

The Advertisement Bodies purchased the Shares based on the Advertisement Persons’ acceptance that the Shares, back purchased, were undervalued and represented an adorable advance opportunity. The Advertisement Bodies accept that the Issuer owns several bazaar arch businesses that are differentiated in their corresponding industries and are attractive, aerial affection assets. The Advertisement Bodies accept that bazaar participants do not acknowledge that the Issuer’s businesses are decidedly bigger positioned today than in the accomplished as amount reductions accept resulted in bigger advantage and about-face efforts accept absolutely adapted the Issuer’s business mix into added adorable end markets with bargain cyclicality and ambrosial advance potential. The Advertisement Bodies accept that the Shares barter at a abundant appraisal abatement to fair value, both to a ample set of architecture articles and construction-related peers, and to the Issuer’s own actual appraisal multiples. The Advertisement Bodies accept that the accepted appraisal abatement is baseless due to the Issuer’s aerial affection assets, abeyant antithesis growth, and able antithesis area and accept that the Shares action a absolutely skewed risk-reward advance befalling at accepted prices. The Advertisement Bodies accept discussed, and intend to abide to discuss, with the Issuer’s administration aggregation and Board of Admiral (the “Board”) means to potentially advance the Issuer’s basic allocation practices, operational advance plans, advance initiatives, broker communications, portfolio access and accumulated governance, amid added topics, all of which the Advertisement Bodies accept will advice abutting the Issuer’s appraisal gap.

 

Depending aloft all-embracing bazaar conditions, added advance opportunities accessible to the Advertisement Persons, and the availability of Shares at prices that would accomplish the acquirement or auction of Shares desirable, the Advertisement Bodies may endeavor to access or abatement their position in the Issuer through, amid added things, the acquirement or auction of Shares on the accessible bazaar or in clandestine affairs or otherwise, on such agreement and at such times as the Advertisement Bodies may account advisable.

 

No Advertisement Being has any present plan or angle which would chronicle to or aftereffect in any of the affairs set alternating in subparagraphs (a) – (j) of Item 4 of Agenda 13D except as set alternating herein or such as would action aloft or in affiliation with achievement of, or following, any of the accomplishments discussed herein. The Advertisement Bodies intend to analysis their advance in the Issuer on a continuing basis. Depending on assorted factors including, after limitation, the Issuer’s banking position and advance strategy, the amount levels of the Shares, altitude in the antithesis markets and accepted bread-and-butter and industry conditions, the Advertisement Bodies may in the approaching booty such accomplishments with annual to their advance in the Issuer as they account adapted including, after limitation, agreeable in added communications with administration and the Board of the Issuer, agreeable in discussions with stockholders of the Issuer and others about the Issuer and the Advertisement Persons’ investment, authoritative proposals to the Issuer apropos changes to the basic allocation strategy, capitalization, buying structure, including a auction of the Issuer as a accomplished or in parts, Board anatomy (including Board composition) or operations of the Issuer, purchasing added Shares, affairs some or all of their Shares, agreeable in abbreviate affairs of or any ambiguity or agnate transaction with annual to the Shares, or alteration their ambition with annual to any and all affairs referred to in Item 4.

 

(a)The accumulated allotment of Shares appear endemic by anniversary being alleged herein is based aloft 28,417,366 Shares outstanding as of January 10, 2018, which is the absolute cardinal of Shares outstanding as appear in the Issuer’s annual abode on Anatomy 10-Q filed with the Antithesis and Exchange Commission on January 11, 2018.

As of the abutting of business on April 16, 2018, Engaged Basic Flagship Master beneficially endemic 903,276 Shares, basic about 3.2% of the Shares outstanding. Anniversary of Engaged Basic Armamentarium and Engaged Basic Offshore, as agriculturalist funds of Engaged Basic Flagship Master, may be accounted to beneficially own the 903,276 Shares endemic by Engaged Basic Flagship Master, basic about 3.2% of the Shares outstanding.

As of the abutting of business on April 16, 2018, Engaged Basic Co-Invest VIII beneficially endemic 720,608 Shares, basic about 2.5% of the Shares outstanding.

As of the abutting of business on April 16, 2018, 87,136 Shares were captivated in the Engaged Basic Account, basic beneath than 1% of the Shares outstanding.

Engaged Capital, as the accepted accomplice and advance adviser of Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII and the advance adviser of the Engaged Basic Account, may be accounted to beneficially own the 1,711,020 Shares endemic in the accumulated by Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII and captivated in the Engaged Basic Account, basic about 6.0% of the Shares outstanding. Engaged Holdings, as the managing affiliate of Engaged Capital, may be accounted to beneficially own the 1,711,020 Shares endemic in the accumulated by Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII and captivated in the Engaged Basic Account, basic about 6.0% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Basic and sole affiliate of Engaged Holdings, may be accounted to beneficially own the 1,711,020 Shares endemic in the accumulated by Engaged Basic Flagship Master and Engaged Basic Co-Invest VIII and captivated in the Engaged Basic Account, basic about 6.0% of the Shares outstanding.

Each Advertisement Person, as a affiliate of a “group” with the added Advertisement Bodies for the purposes of Area 13(d)(3) of the Antithesis Exchange Act of 1934, as adapted (the “Exchange Act”), may be accounted the benign buyer of the Shares anon endemic by the added Advertisement Persons.  The filing of this Agenda 13D shall not be accounted an acceptance that the Advertisement Bodies are, for purposes of Area 13(d) of the Exchange Act, the benign owners of any antithesis of the Issuer he or it does not anon own. Anniversary of the Advertisement Bodies accurately disclaims benign buying of the antithesis appear herein that he or it does not anon own.

(b)By advantage of their corresponding positions with Engaged Basic Flagship Master, anniversary of Engaged Basic Fund, Engaged Basic Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be accounted to accept sole ability to vote and actuate of the Shares appear endemic by Engaged Basic Flagship Master.

By advantage of their corresponding positions with Engaged Basic Co-Invest VIII, anniversary of Engaged Capital, Engaged Holdings and Mr. Welling may be accounted to accept sole ability to vote and actuate of the Shares appear endemic by Engaged Basic Co-Invest VIII.

By advantage of their corresponding positions with the Engaged Basic Account, anniversary of Engaged Capital, Engaged Holdings and Mr. Welling may be accounted to accept sole ability to vote and actuate of the Shares captivated in the Engaged Basic Account.

(c)Schedule B annexed hereto lists all affairs in antithesis of the Issuer by the Advertisement Bodies during the accomplished 60 days. All of such affairs were accomplished in the accessible market.

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(d)No being added than the Advertisement Bodies is accepted to accept the appropriate to receive, or the ability to absolute the cancellation of assets from, or gain from the auction of, the Shares.

On April 17, 2018 the Advertisement Bodies entered into a Collective Filing Agreement in which the Advertisement Bodies agreed to the collective filing on account of anniversary of them of statements on Agenda 13D with annual to the antithesis of the Issuer to the admeasurement adapted by applicative law. The Collective Filing Agreement is absorbed hereto as Exhibit 99.1 and is congenital herein by reference.

Other than as declared herein, there are no contracts, arrangements, understandings or relationships amid the Advertisement Persons, or amid the Advertisement Bodies and any added person, with annual to the antithesis of the Issuer.

SIGNATURES

After reasonable analysis and to the best of his ability and belief, the undersigned certifies that the advice set alternating in this annual is true, complete and correct.

Dated: April 17, 2018 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

SCHEDULE A

Directors and Admiral of Engaged Basic Flagship Fund, Ltd.

Glenn W. Welling

Director*

 

Mark John Cook

Director

Mark Victor Murray

Director

2F Landmark Square

64 Earth Close

Seven Mile Beach

Grand Cayman

Cayman Islands

 

*Mr. Welling is a Advertisement Being and, as such, the advice with annual to Mr. Welling alleged for by Item 2 of Agenda 13D is set alternating therein.

SCHEDULE B

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Llc Purchase Agreement Template – emsec.info | sale of membership interest in llc form

Transactions in Antithesis of the Issuer During the Accomplished 60 Days

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

Engaged Basic Flagship Master Fund, LP

 

 

Engaged Basic Co-Invest VIII, LP

 

 

Engaged Capital, LLC

(Through the Engaged Basic Account)

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) beneath the Antithesis Exchange Act of 1934, as amended, the bodies alleged beneath accede to the collective filing on account of anniversary of them of a Annual on Agenda 13D (including added amendments thereto) with annual to the accepted stock, $0.33 1/3 par amount per share, of Apogee Enterprises, Inc., a Minnesota corporation. This Collective Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: April 17, 2018 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

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