UNITED STATES

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)

(Amendment No. 3)¹

Big Lots, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

089302103

(CUSIP Number)

STEVE WOLOSKY, ESQ.

ELIZABETH GONZALEZ-SUSSMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 22, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. 

1              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).

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

In connection with the Settlement Agreement defined and described in Item 4 below, the Macellum Group, Theresa R. Backes, Suzanne Biszantz, Andrew C. Clarke, Lynne Coté, Jonathan Duskin, Steven S. Fishman, Aaron Goldstein, Jeremy I. Liebowitz and Cynthia S. Murray are no longer members of the Section 13(d) group, ceased to be party to the Group Agreement and Joinder Agreement, as further described in Item 6 to the Schedule 13D, and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.

Item 4 is hereby amended to add the following:

On April 22, 2020, Macellum Opportunity, Macellum Management, Macellum GP, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst Institutional, Ancora Catalyst, Ancora SPV I, Ancora SPV I Ltd and Ancora Advisors (collectively, the “Investor Group”) and the Issuer entered into a settlement agreement (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Issuer agreed to increase the size of its Board of Directors (the “Board”) from nine (9) to eleven (11) and to appoint each of Andrew Clarke and Aaron Goldstein (the “Investor Group Designees”) to fill the vacancies created as a result of such expansion with terms expiring at the Issuer’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”).

The Issuer will include the Investor Group Designees as well as Thomas A. Kingsbury as nominees for election to the Board and recommend to shareholders the election of each of the Investor Group Designees and Mr. Kingsbury to the Board. Mr. Kingsbury will be invited as a guest to all meetings of the Board held prior to the 2020 Annual Meeting. At the 2020 Annual Meeting, one incumbent director shall not stand for reelection.

As part of the Settlement Agreement, the Board has (i) appointed each of the Investor Group Designees to at least one standing committee of the Board and (ii) formed a new capital allocation planning committee of the Board, which will be comprised of each of the Investor Group Designees, the Issuer’s Chief Executive Officer, Bruce K. Thorn (as nonvoting member), Cynthia T. Jamison and Wendy L. Schoppert.

The Settlement Agreement further provides that during the Standstill Period (as defined below), if either of the Investor Group Designees is unable to serve as a director for any reason, as long as the Investor Group continues to beneficially own, in the aggregate, at least 3.0% of the outstanding Shares (the “Minimum Ownership Level”), the Investor Group can propose a replacement director, which will be reasonably acceptable to the Issuer. In the event the Investor Group’s beneficial ownership falls below the Minimum Ownership Level, Mr. Goldstein has agreed to tender his resignation from the Board (without any replacement rights).

The terms of the Settlement Agreement further provide that the Investor Group is subject to customary standstill obligations, including a maximum beneficial ownership limitation for the Investor Group of 12.5% of the Issuer’s then outstanding Shares in the aggregate and mutual non-disparagement provisions with the Company until the earlier of (i) February 28, 2021 and (ii) thirty (30) days prior to the deadline for the submission of shareholder nominations of directors for the 2021 annual meeting of shareholders (the “2021 Annual Meeting”) (the “Standstill Period”). The standstill obligations are subject to customary carveouts, including the Investor Group’s ability to speak with the Company regarding any matter so long as such discussions do not give rise to public disclosure. The Investor Group may also publicly comment on any extraordinary transaction announced by the Issuer without breaching its standstill obligations. 

The Settlement Agreement will terminate upon the end of the Standstill Period. The Issuer has agreed to give notice to the Investor Group at least 30 days prior to the end of the Standstill Period whether the Board intends to renominate the Investor Group Designees. If the Board irrevocably offers to renominate the Investor Group Designees in such notice and the Investor Group accepts such renomination prior to the end of the Standstill Period, then the Standstill Period will be automatically extended until the earlier of (A) February 28, 2022 and (B) 30 days prior to the nomination deadline for the 2022 annual meeting of shareholders. If the Investor Group does not accept the offer to renominate the Investor Group Designees or the Issuer does not agree to renominate the Investor Group Designees, the Standstill Period will terminate as originally scheduled. Mr. Goldstein has agreed to tender his resignation upon delivery by any member of the Investor Group of a notice of its intention to nominate directors at the 2021 Annual Meeting. The Investor Group has agreed to give the Company notice of its intention to nominate directors at the 2021 Annual Meeting by no later than the date that is 30 days following the termination of the Standstill Period, and if it fails to deliver such notice by such date, no member of the Investor Group will be permitted to nominate directors or solicit proxies at the 2021 Annual Meeting.

During the Standstill Period, the Investor Group has agreed to vote all of its outstanding Shares in accordance with the recommendation of the Board, subject to certain exceptions specified in the Settlement Agreement.

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 in the Issuer’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2020, and is incorporated herein by reference.

In connection with the appointment of Mr. Goldstein to the Board, the Macellum Group and Mr. Goldstein entered into a Confidentiality Agreement for securities laws purposes. In the Confidentiality Agreement, Mr. Goldstein agreed to protect the information that he will receive in his capacity as a director of the Issuer, which could be imputed to the Macellum Group and may be shared by Mr. Goldstein only with the consent of the Company.

Item 6 is hereby amended to add the following:

On April 22, 2020, the Reporting Persons entered into the Settlement Agreement with the Issuer as defined and described in Item 4. A copy of which is attached as Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on April 23, 2020 and is incorporated herein by reference.

On April 23, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7 is hereby amended to add the following:

99.1       Settlement Agreement by and among, Macellum Opportunity Fund LP, Macellum Management, LP, Macellum Advisors GP, LLC, Jonathan Duskin, Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst Institutional LP, Ancora Catalyst LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd, Ancora Advisors, LLC, Frederick DiSanto and Big Lots, Inc., dated April 22, 2020 (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 23, 2020).

99.2       Joint Filing Agreement by and among Ancora Merlin Institutional LP, Ancora Merlin LP, Ancora Catalyst Institutional LP, Ancora Catalyst LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd, Ancora Advisors, LLC and Frederick DiSanto, dated April 23, 2020.

SIGNATURES

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

Dated: April 23, 2020

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Big Lots, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: April 23, 2020