SC 13G 1 v454825_sc13g.htm SCHEDULE 13G

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2

 

G-III Apparel Group, Ltd.

 

(Name of Issuer)

 

Common Stock, $0.01 par value per share

 

(Title of Class of Securities)

 

36237H101

 

(CUSIP Number)

 

December 1, 2016

 

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.   36237H101
 
  1.

Names of Reporting Persons

 

LVMH Moet Hennessy Louis Vuitton Inc.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Sofidiv SAS

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

LVMH Moët Hennessy Louis Vuitton SE

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Financière Jean Goujon SAS

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Christian Dior SE

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Semyrhamis SA

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Financière Agache SA

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Montaigne Finance SAS

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Groupe Arnault SE

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
     
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      CO

 

 

 

 

CUSIP No. 36237H101
 
  1.

Names of Reporting Persons

 

Bernard Arnault

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) ¨
 
  3. SEC Use Only
 
  4. Citizenship or Place of Organization France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power -0-
 
6. Shared Voting Power 2,608,877
 
7. Sole Dispositive Power -0-
 
8. Shared Dispositive Power 2,608,877

 

  9. Aggregate Amount Beneficially Owned by Each Reporting Person:              2,608,877
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
 
  11. Percent of Class Represented by Amount in Row (9)              5.4%
 
  12. Type of Reporting Person (See Instructions)      IN

 

 

 

 

Item 1.

 

(a)Name of Issuer

  

G-III Apparel Group, Ltd.

 

(b)Address of Issuer’s Principal Executive Offices

 

512 Seventh Avenue
New York, NY 10018

 

Item 2.

 

(a)Name of Person Filing

 

This statement is filed by each of the following persons (sometimes collectively referred to as the “Reporting Persons”) with respect to the shares of Common Stock (as defined in Item 2(d) below) directly held by LVMH Moet Hennessy Louis Vuitton Inc., a Delaware corporation (“LVMH Inc.”):

 

LVMH Inc.

 

Sofidiv SAS, a company organized in France (“Sofidiv”), which owns all of the outstanding shares of LVMH Inc.

 

LVMH Moët Hennessy Louis Vuitton SE, a company organized in France (“LVMH SE”), which owns all of the outstanding shares of Sofidiv.

 

Financière Jean Goujon SAS, a company organized in France (“Financière Jean Goujon”), which controls LVMH SE.

 

Christian Dior SE, a company organized in France (“Christian Dior”), which owns all of the outstanding shares of Financière Jean Goujon.

 

Semyrhamis SA, a company organized in France (“Semyrhamis”), which controls Christian Dior.

 

Financière Agache SA, a company organized in France (“Financière Agache”), which controls Semyrhamis.

 

Montaigne Finance SAS, a company organized in France (“Montaigne Finance”), which controls Financière Agache.

 

Groupe Arnault SE, a company organized in France (“Groupe Arnault”), which controls Montaigne Finance.

 

Bernard Arnault, an individual (“Mr. Arnault”), who controls Groupe Arnault.

 

(b)Address of Principal Business Office or, if None, Residence

 

The principal executive office of LVMH Inc. is 19 E. 57th Street, New York, NY 10022.

 

The principal executive office of Sofidiv is 24-32, rue Jean Goujon, 75008 Paris, France.

 

The principal executive office of LVMH SE is 22, avenue Montaigne, 75008 Paris, France.

 

The principal executive office of Financière Jean Goujon and Financière Agache is 11, rue François 1er, 75008 Paris, France.

 

The principal executive office of Christian Dior and Semyrhamis is 30, avenue Montaigne, 75008 Paris, France.

 

The principal executive office of Montaigne Finance, Groupe Arnault and Mr. Arnault is 41, avenue Montaigne, 75008 Paris, France.

 

(c)Citizenship

 

LVMH Inc. is a Delaware corporation. Sofidiv, LVMH SE, Financière Jean Goujon, Christian Dior, Semyrhamis, Financière Agache, Montaigne Finance and Groupe Arnault are companies organized in France. Mr. Arnault is a citizen of France.

 

 

 

 

(d)Title of Class of Securities

 

Common Stock, $0.01 par value per share, of G-III Apparel Group, Ltd. (“Common Stock”)

 

(e)CUSIP Number

 

36237H101

 

Item 3.If this statement is filed pursuant to §§ 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) ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A 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) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Item 4.Ownership

 

The information requested herein is set forth in items 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentage is based on 45,756,789 shares of Common Stock outstanding as of August 31, 2016 (as reported in the issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2016), plus the 2,608,877 newly issued shares of Common Stock acquired by LVMH Inc. as reported in this statement.

 

Each of the Reporting Persons may be deemed to share voting and investment power with respect to all shares of Common Stock held by LVMH Inc. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any shares of Common Stock covered by this statement other than the shares of Common Stock 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 5 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

 

Not Applicable.

 

Item 9.Notice of Dissolution of Group

 

Not Applicable.

 

 

 

 

Item 10.Certification

 

Each of the Reporting Persons hereby makes the following certification:

 

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, other than activities solely in connection with a nomination under § 240.14a-11.

 

LIST OF EXHIBITS

 

Exhibit Description
   
A Joint Filing Agreement

 

 

 

 

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.

 

Date: December 12, 2016

 

  LVMH MOET HENNESSY LOUIS VUITTON INC.
     
  By: /s/ Jean-Jacques Guiony
    Name: Jean-Jacques Guiony
    Title: President
     
  SOFIDIV SAS
     
  By: /s/ Jean-Jacques Guiony
    Name: Jean-Jacques Guiony
    Title: President
     
  LVMH MOËT HENNESSY LOUIS VUITTON SE
     
  By: /s/ Bernard Arnault
    Name: Bernard Arnault
    Title: Chief Executive Officer
     
  FINANCIÈRE JEAN GOUJON SAS
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: President
     
  CHRISTIAN DIOR SE
     
  By: /s/ Sidney Toledano
    Name: Sidney Toledano
    Title: Chief Executive Officer

 

 

 

 

  SEMYRHAMIS SA
     
  By: /s/ Bernard Kuhn
    Name: Bernard Kuhn
    Title: Chief Executive Officer
     
  FINANCIÈRE AGACHE SA
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: Chief Executive Officer
     
  MONTAIGNE FINANCE SAS
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: President
     
  GROUPE ARNAULT SE
     
  By: /s/ Nicolas Bazire
    Name: Nicolas Bazire
    Title: Managing Director
     
  /s/ Bernard Arnault
  Bernard Arnault

 

 

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning he or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated December 12, 2016

 

  LVMH MOET HENNESSY LOUIS VUITTON INC.
     
  By: /s/ Jean-Jacques Guiony
    Name: Jean-Jacques Guiony
    Title: President
     
  SOFIDIV SAS
     
  By: /s/ Jean-Jacques Guiony
    Name: Jean-Jacques Guiony
    Title: President
     
  LVMH MOËT HENNESSY LOUIS VUITTON SE
     
  By: /s/ Bernard Arnault
    Name: Bernard Arnault
    Title: Chief Executive Officer
     
  FINANCIÈRE JEAN GOUJON SAS
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: President
     
  CHRISTIAN DIOR SE
     
  By: /s/ Sidney Toledano
    Name: Sidney Toledano
    Title: Chief Executive Officer

 

 

 

 

  SEMYRHAMIS SA
     
  By: /s/ Bernard Kuhn
    Name: Bernard Kuhn
    Title: Chief Executive Officer
     
  FINANCIÈRE AGACHE SA
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: Chief Executive Officer
     
  MONTAIGNE FINANCE SAS
     
  By: /s/ Florian Ollivier
    Name: Florian Ollivier
    Title: President
     
  GROUPE ARNAULT SE
     
  By: /s/ Nicolas Bazire
    Name: Nicolas Bazire
    Title: Managing Director
     
  /s/ Bernard Arnault
  Bernard Arnault