Designer Brands Inc.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 20:30

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stone House Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
Designer Brands Inc. [DBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Member of a 10% Group
(Last) (First) (Middle)
1019 KANE CONCOURSE, SUITE 202
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025
(Street)
BAY HARBOR ISLANDS, FL 33154
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Shares, without par value 01/10/2025 P 489,149 A $5.65(1) 5,489,149 I See Footnotes(2)(3)(4)
Class A Common Shares, without par value 01/13/2025 P 10,851 A $5.28(5) 5,500,000 I See Footnotes(2)(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stone House Capital Management, LLC
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL 33154
Member of a 10% Group
SH Capital Partners, L.P.
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL 33154
X
Cohen Mark Alexander
1019 KANE CONCOURSE, SUITE 202
BAY HARBOR ISLANDS, FL 33154
Member of a 10% Group

Signatures

STONE HOUSE CAPITAL MANAGEMENT, LLC, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 01/14/2025
**Signature of Reporting Person Date
SH CAPITAL PARTNERS, L.P., By: Stone House Capital Management, LLC, Its: General Partner, By: /s/ Mark Cohen, Name: Mark Cohen, Title: Managing Member 01/14/2025
**Signature of Reporting Person Date
MARK COHEN, /s/ Mark Cohen 01/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This price represents the approximate weighted average price per share of Class A common shares of Designer Brands Inc. (the "Issuer"), without par value (each, a "Share"), of sales that were executed at prices ranging from $5.22 to $5.85 per Share. The reporting persons undertake to provide, upon request by the Issuer, any security holder of the Issuer or the staff of the U.S. Securities and Exchange Commission, full information regarding the price per Share and the number of Shares sold at each price.
(2) This statement is jointly filed by and on behalf of each of Stone House Capital Management, LLC ("Stone House"), SH Capital Partners, L.P. ("Partners") and Mark Cohen. Partners is the record and direct beneficial owner of the securities covered by this statement. Stone House is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, Partners. Mr. Cohen is the managing member of, and may be deemed to beneficially own securities owned by, Stone House.
(3) Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
(4) Each reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
(5) This price represents the approximate weighted average price per Share of the Issuer, of sales that were executed at prices ranging from $5.08 to $5.71 per Share. The reporting persons undertake to provide, upon request by the Issuer, any security holder of the Issuer or the staff of the U.S. Securities and Exchange Commission, full information regarding the price per Share and the number of Shares sold at each price.

Remarks:
Exhibit Index
Exhibit 99.1 - Joint Filer Information (filed herewith).
Exhibit 99.2 - Joint Filing Agreement (filed herewith).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.