Lululemon Athletica (LULU) SC 13D/Alululemon athletica / Wilson Dennis J. ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(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. 5)*

lululemon athletica inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

550021109

(CUSIP Number)

Allison Newman

Choate, Hall & Stewart LLP, Two International Place, Boston, MA 02110

(617) 248-5000

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

May 18, 2023

(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.  ☐

Item 5 is amended and restated to read in its entirety as follows:

(a) Anamered may be deemed to beneficially own 4,755,217 shares of the Issuer’s common stock, or 3.7%; LIPO may be deemed to beneficially own 4,050,032 shares of the Issuer’s common stock, or 3.2%; each of Wilson 5 and Wilson 5 Trustee may be deemed to beneficially own 922,500 shares of the Issuer’s common stock, or 0.7%; Five Boys may be deemed to beneficially own 91,760 shares of the Issuer’s common stock, or 0.1%; Mrs. Wilson may be deemed to beneficially own 1,191,484 shares of the Issuer’s common stock, or 0.9%, being 268,984 shares held by Mrs. Wilson and 922,500 shares held by Wilson 5; Low Tide may be deemed to beneficially own 510,000 shares of the Issuer’s common stock, or 0.4%; and Mr. Wilson may be deemed to beneficially own 10,602,345 shares of the Issuer’s common stock, or 8.3%, including the shares held by the other Reporting Persons. The foregoing is based on 122,048,680 shares of common stock of the Issuer disclosed by the Issuer as outstanding as of March 22, 2023 and 5,115,961 exchangeable shares of Lulu Canadian Holding, Ind., which exchangeable shares are exchangeable for an equal number of shares of the Issuer’s common stock, disclosed by the Issuer as outstanding as of March 22, 2023.

Sole power to vote: 3,852

Shared power to vote: 10,598,493

Sole power to dispose: 3,852

Shared power to dispose: 10,598,493

With respect to the shares for which Mr. Wilson has shared voting or dispositive power, (i) 4,755,217 shares are held by Anamered; (ii) 4,050,032 shares are held by LIPO; (iii) 922,500 shares are held by Wilson 5; (iv) 91,760 shares are held by Five Boys; (v) 268,984 shares are held by Mrs. Wilson; and (vi) 510,000 shares are held by Low Tide.

With respect to Anamered:

Sole power to vote: 0

Shared power to vote: 4,755,217

Sole power to dispose: 0

Shared power to dispose: 4,755,217

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Anamered.

With respect to LIPO:

Sole power to vote: 0

Shared power to vote: 4,050,032

Sole power to dispose: 0

Shared power to dispose: 4,050,032

Mr. Wilson has shared voting and dispositive power with respect to the shares held by LIPO.

With respect to Wilson 5:

Sole power to vote: 0

Shared power to vote: 922,500

Sole power to dispose: 0

Shared power to dispose: 922,500

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5.

With respect to Wilson 5 Trustee:

Sole power to vote: 0

Shared power to vote: 922,500

Sole power to dispose: 0

Shared power to dispose: 922,500

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Wilson 5 Trustee.

With respect to Five Boys:

Sole power to vote: 0

Shared power to vote: 91,760

Sole power to dispose: 0

Shared power to dispose: 91,760

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Five Boys.

With respect to Mrs. Wilson:

Sole power to vote: 0

Shared power to vote: 1,191,484

Sole power to dispose: 0

Shared power to dispose: 1,191,484

Mr. Wilson has shared voting and dispositive power with respect to the shares held by Mrs. Wilson.

With respect to Low Tide:

Sole power to vote: 0

Shared power to vote: 510,000

Sole power to dispose: 0

Share power to dispose: 510,000

Mr. Wilson has shared voting and dispositive shares with respect to the shares held by Low Tide.

(c)

Item 5(c) is amended by the addition of the following text:

On March 29, 2023, LIPO sold 54,788 shares of the Issuer’s common stock in open market transactions at an average price of $365.0074, with a price range from $361.85 to $369.7965.

On March 29, 2023, Low Tide sold 60,000 shares of the Issuer’s common stock in open market transactions at an average price of $365.0178, with a price range from $361.85 to $369.7965.

The reporting persons will provide to the Issuer, any security holder of the Issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

(d) Not applicable.

(e) Neither LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson nor Low Tide is the beneficial owner of more than five percent of the Issuer’s securities, but are included as Reporting Persons in this Schedule 13D to the extent such persons, together with the other Reporting Persons, constitute a group.

On May 18, 2023, Low Tide Properties Ltd. (“Low Tide”) entered into a credit line arrangement with RBC Dominion Securities Inc. in an amount equal to the greater of CAD $35 million of 40% of the shares of lululemon athletica inc. owned by Low Tide in a specified account with RBC Dominion Securities Inc. Other than upon the occurrence, if any, of customary types of default, Low Tide retains the right to vote and dispose of the shares in the specified account.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 18, 2023