UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
______________
SCHEDULE 13G
|
Under the Securities Exchange Act of 1934
|
(Amendment No. 2)*
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LUMBER LIQUIDATORS HOLDINGS, INC.
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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55003T107
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(CUSIP Number)
|
December 31, 2015
|
(Date of Event Which Requires Filing of this Statement)
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Fund, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Absolute Return Fund, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Partners LLC
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
IA
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stockbridge Master Fund (OS), L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP]
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Berkshire Partners Holdings LLC
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP]
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
OO
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BPSP, L.P.
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
|
(a) [ ]
(b) [x]
|
||
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
|
0
|
||
7.
|
SOLE DISPOSITIVE POWER
|
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
0
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
0
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0%*
|
||
12.
|
TYPE OF REPORTING PERSON
|
PN
|
*
|
Percentage calculations are based on the number of shares of Common Stock outstanding as of November 2, 2015, as provided in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015.
|
Item 1(a).
|
Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
Item 2(c).
|
Citizenship:
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Item 2(d).
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Title and Class of Securities:
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Item 2(e).
|
CUSIP Number:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Item 4.
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Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
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Certifications.
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STOCKBRIDGE FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
STOCKBRIDGE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
its managing member
|
|
By:
|
Berkshire Partners Holdings LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
BERKSHIRE PARTNERS HOLDINGS LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
BPSP, L.P.
|
||
By:
|
Berkshire Partners Holdings LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement among Reporting Persons
|
STOCKBRIDGE FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
STOCKBRIDGE ABSOLUTE RETURN FUND, L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
STOCKBRIDGE PARTNERS LLC
|
||
By:
|
BPSP, L.P.,
its managing member
|
|
By:
|
Berkshire Partners Holdings LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
STOCKBRIDGE MASTER FUND (OS), L.P.
|
||
By:
|
Stockbridge Associates LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
BERKSHIRE PARTNERS HOLDINGS LLC
|
||
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|
|
||
BPSP, L.P.
|
||
By:
|
Berkshire Partners Holdings LLC,
its general partner
|
|
By:
|
/s/ Sharlyn C. Heslam
|
|
Name:
|
Sharlyn C. Heslam
|
|
Title
|
Managing Director
|
|