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)

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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Destination Maternity Corporation

(Name of Issuer)

 

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Common Stock, par value $0.01 per share

(Title of Class of Securities)

25065D100

(CUSIP Number)

Nathan G. Miller

347 Lukes Wood Road

New Canaan, CT 06840

(917) 826-0482

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2018

(Date of Event which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

 

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The percentage calculations herein are based upon an aggregate of 14,677,265 shares of common stock, par value $0.01 per share, of Destination Maternity Corporation, outstanding as of April 11, 2018, as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on April 13, 2018. The share amounts reported above do not reflect any DM Common Stock the Reporting Persons may be deemed to beneficially own as a result of membership in a “group” and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein.

 

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The percentage calculations herein are based upon an aggregate of 14,677,265 shares of common stock, par value $0.01 per share, of Destination Maternity Corporation, outstanding as of April 11, 2018, as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the SEC on April 13, 2018. The share amounts reported above do not reflect any DM Common Stock the Reporting Persons may be deemed to beneficially own as a result of membership in a “group” and each of the Reporting Persons expressly disclaim beneficial ownership of securities owned by the other Reporting Persons unless otherwise noted herein.

This amendment No. 6 to Schedule 13D (this “Amendment No. 6”) relates to the Schedule 13D filed on December 26, 2017 (as amended and supplemented through the date of this Amendment No. 6, the “Schedule 13D”) by (i) Nathan G. Miller, a citizen of the United States of America, and (ii) Peter O’Malley, a citizen of the United States of America, relating to the common stock, par value $0.01 per share (the “DM Common Stock”), of Destination Maternity Corporation, a Delaware corporation (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D.

Except as specifically amended by this Amendment No. 6, the Schedule 13D is unchanged.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On April 13, 2018, the Issuer announced that Michael J. Blitzer had announced his intention not to stand for re-election to the Board at the 2018 Annual Meeting and the Board resolved that the size of the Board would decrease from five (5) directors to four (4) directors effective upon the commencement of the 2018 Annual Meeting. In light of these changes, Mr. Miller has elected to reduce the size of his slate from five (5) nominees to four (4) nominees. Accordingly, on April 20, 2018, Mr. Miller submitted to the Issuer an update and supplement (the "Update and Supplement") to the Notice and Supplemental Notice to notify the Issuer of Mr. Miller’s withdrawal of himself as a nominee. In the Update and Supplement, Mr. Miller reserved the right to increase his slate and re-nominate himself for election to the Board in the event that the Issuer increases the number of directorships for election at the 2018 Annual Meeting.

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

INDEX TO EXHIBITS

 

 

 

*Previously filed

 

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