Browning West Amends Gildan Activewear Filing

TL;DR

Browning West updated its Gildan filing - still watching closely.

AI Summary

Browning West LP, a significant shareholder, filed an amendment to its Schedule 13D on May 28, 2024, regarding its holdings in Gildan Activewear Inc. The filing indicates ongoing engagement and potential strategic discussions concerning the company's future.

Why It Matters

This amendment signals continued activity from a major investor, potentially influencing strategic decisions or future corporate actions at Gildan Activewear.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate active investor engagement, which can lead to increased volatility or strategic shifts.

Key Players & Entities

• Browning West LP (company) — Filing entity and significant shareholder
• Gildan Activewear Inc. (company) — Subject company
• Usman Nabi (person) — Representative of Browning West LP

FAQ

Key Financial Figures

• $267,245,278 — the Reporting Persons is approximately $267,245,278, including brokerage commissions. Item

Filing Documents

• sc13da612418013_05242024.htm (SC 13D/A) — 84KB
• ex991to13da612418013_052424.htm (EX-99.1) — 12KB
• 0000921895-24-001321.txt ( ) — 97KB

Identity and Background

Item 2. Identity and Background . Items 2(a) and (c) are hereby amended and restated as follows: (a) This (i) Browning West, LP, a Delaware limited partnership (“Browning West”), with respect to the Shares held by certain funds (the “Browning West Funds”) to which it serves as investment manager; and (ii) Usman Nabi, as the managing member of Browning West UPG ManCo LLC (“Browning West UPG”), the general partner of Browning West, and the Chief Investment Officer of Browning West. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 of the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (c) The principal business of Browning West is serving as the investment manager of the Browning West Funds. Mr. Nabi serves as the managing member of Browning West UPG and the Chief Investment Officer of Browning West.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated as follows: The Shares beneficially owned by the Reporting Persons were purchased with the working capital of the Browning West Funds for which Browning West serves as investment manager (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 9,617,135 Shares beneficially owned by the Reporting Persons is approximately $267,245,278, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On May 23, 2024, the Issuer announced that its entire Board of Directors (the “Board”) had resigned en masse, accompanied by the resignation of CEO and President Vince Tyra, paving the way for (i) Browning West's entire eight-member slate of nominees to be appointed as the full Board and (ii) the reinstatement of co-founder Glenn Chamandy as the Issuer's Chief Executive Officer and as a director. This sweeping leadership change at the Issuer follows shareholders’ overwhelming votes in favor of Browning West’s director candidates, concluding a six-month proxy contest marked by persistent public calls from many shareholders for change that went unheeded by the previous Board. The Reporting Persons announced in a press release (the “May 23 Press Release”) that all of Browning West’s nominees – Michael Kneeland, Glenn J. Chamandy, Michener Chandlee, Ghislain Houle, Mélanie Kau, Peter Lee, Karen Stuckey, and J.P. Towner – will be the sole slate at the Issuer’s Annual Meeting, held on May 28, 2024, and constitute the full Board moving forward. Michael Kneeland has been appointed as Chair, and Glenn Chamandy has been reinstated as CEO, ushering the Issuer into a new era of stability and growth. 4 CUSIP No. 375916103 Usman S. Nabi and Peter M. Lee expressed their gratitude on behalf of Browning West in the May 23 Press Release: “We are deeply grateful for the outpouring of support that Browning West’s slate and plan have received from our fellow shareholders, Gildan employees, and leading proxy advisory firms. While we are disappointed that the Board ignored the clear will of its shareholders for so many months and spent tens of millions of shareholder capital in an effort to defend its mistakes, we are nevertheless gratified that the current Board has decided to cease its campaign activities and pave the way for an orderly and conclusive lead

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a)-(c) are hereby amended and restated as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 168,589,957 Shares outstanding as of April 29, 2024, which is the total number of Shares outstanding as reported in Exhibit 99.1 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 1, 2024. A. Browning West (a) Browning West, as the investment manager to the Browning West Funds, may be deemed to beneficially own the 9,617,135 Shares held by the Browning West Funds. Percentage: Approximately 5.7% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,617,135 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,617,135 (c) The transactions in the Shares by Browning West on behalf of the Browning West Funds since the filing of Amendment No. 5 to the Schedule 13D are set forth on Schedule A and are incorporated herein by reference. B. Mr. Nabi (a) As the managing member of Browning West UPG and Chief Investment Officer of Browning West, Mr. Nabi may be deemed to beneficially own the 9,617,135 Shares beneficially owned by Browning West. Percentage: Approximately 5.7% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,617,135 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,617,135 (c) Mr. Nabi has not entered into any transactions in the Shares since the filing of Amendment No. 5 to the Schedule 13D. The transactions in the Shares by Browning West on behalf of the Browning West Funds since the filing of Amendment No. 5 to the Schedule 13D are set forth on Schedule A and are incorporated herein by reference. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby

Item 7 is hereby amended to add the following exhibit: 99.1 May 23 Press Release. 7 CUSIP No. 375916103

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 28, 2024 Browning West, LP By: /s/ Samuel Green Name: Samuel Green Title: Chief Compliance Officer and Chief Financial Officer /s/ Usman Nabi Usman Nabi 8 CUSIP No. 375916103 SCHEDULE A Transactions in Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D Nature of the Transaction Securities Purchased/(Sold) Price Per Security($) Date of Purchase/Sale Browning West, LP (On Behalf of the Browning West Funds) Purchase of Common Shares 181,075 33.4798 05/10/2024 Purchase of Common Shares 87,331 33.9026 05/13/2024 Purchase of Common Shares 192,391 34.5426 05/14/2024 Purchase of Common Shares 215,890 35.1330 05/15/2024 Purchase of Common Shares 200,000 35.6356 05/16/2024 Purchase of Common Shares 100,000 35.2563 05/17/2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR