| CUSIP No. 928377100 | SCHEDULE 13G/A | Page 6 of 10 Pages |
| Item 1. | | (a) Name of Issuer |
Vista Outdoor Inc.
| | (b) Address of Issuer’s Principal Executive Offices |
1 Vista Way
Anoka, MN 55303
| Item 2. | | (a) Name of Person Filing |
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) Gates Capital Management, L.P., a Delaware limited partnership ("Gates Capital"), with respect to the shares of Common Stock held by certain funds as to which Gates Capital serves as investment manager (the "Gates Capital Funds");
(ii) Gates Capital Management GP, LLC, a Delaware limited liability company ("the General Partner"), which is the general partner of Gates Capital, with respect to the shares of Common Stock directly held by the Gates Capital Funds;
(iii) Gates Capital Management, Inc., a Delaware corporation ("the Corporation"), is the managing member of the General Partner, with respect to the shares of Common Stock directly held by the Gates Capital Funds; and
(iv) Jeffrey L. Gates, a United States citizen, who serves as the President of the Corporation, with respect to the shares of Common Stock directly held by the Gates Capital Funds.
| | (b) Address of Principal Business Office or, if none, Residence |
The address of the principal business office of each of the Reporting Persons is c/o Gates Capital Management, L.P., 1177 Avenue of the Americas, 46th Floor, New York, New York 10036.
(i) Gates Capital - a Delaware limited partnership
(ii) The General Partner - a Delaware limited liability company
(iii) The Corporation - a Delaware corporation
(iv) Jeffrey L. Gates - a United States citizen
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.
| | | (d) Title of Class of Securities |
Common Stock, par value $0.01 per share
928377100
| CUSIP No. 928377100 | SCHEDULE 13G/A | Page 7 of 10 Pages |
| | (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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| | (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| | (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| | (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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| | (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| | (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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| | (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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| | (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| | (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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| | (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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| | (k) | o | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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The percentage set forth in this Schedule 13G/A is calculated based upon 57,296,059 shares of Common Stock issued and outstanding as of November 1, 2021 as disclosed in the Company’s Quarterly Report for the period ended September 26, 2021 on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
