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| CUSIP No. 375916103 | | Page 8 of 9 |
EXPLANATORY NOTE
This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the “SEC”) on December 27, 2023 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D filed on April 23, 2024 (the “Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D filed on June 4, 2024 (the “Amendment No. 2”), relating to the common shares (the “Common Shares”) of Gildan Activewear Inc. (the “Issuer”). As used in this Amendment No. 3, the term “Reporting Persons” collectively refers to:
| | • | | Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”); |
| | • | | Coliseum Capital, LLC, a Delaware limited liability company (“CC”); |
| | • | | Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”); |
| | • | | Coliseum Capital Co-Invest III, L.P., a Delaware limited partnership (“CCC III”); |
| | • | | Adam Gray (“Mr. Gray”); and |
| | • | | Christopher Shackelton (“Mr. Shackelton”). |
As a result of the transactions described herein, on August 20, 2024, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Shares. The filing of this Amendment No. 3 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(c) of the of the Original Schedule 13D, as amended and supplemented by Amendment No. 1 and Amendment No. 2, is hereby amended and supplemented as follows:
(a) – (b) The information relating to the beneficial ownership of the Common Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 162,610,386 Common Shares outstanding as of July 26, 2024, as reported in the Issuer’s Current Report on Form 6-K filed with the SEC on August 1, 2024.
(c) The Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) effected the following transactions in the Common Shares on the dates indicated, and such transactions are the only transactions in the Common Shares by the Reporting Persons in the sixty days preceding the filing of this Amendment No. 3, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. The Reporting Persons undertake to provide to the staff of SEC, upon request, full information regarding the number of Common Shares purchased at each separate price within each range of prices set forth in the table below.
| | | | | | | | | | | | | | | | |
| Name | | Purchase or Sale | | Date | | Number
of
Shares | | | Weighted
Average
Price Per
Share | | | Range of Prices | |
CCP | | Sale | | August 20, 2024 | | | 239,364 | | | $ | 58.13 | | | $ | 58.38-$57.90 | |
Separate Account | | Sale | | August 20, 2024 | | | 60,636 | | | $ | 58.13 | | | $ | 58.38-$57.90 | |
CCP | | Sale | | August 19, 2024 | | | 16,914 | | | $ | 58.06 | | | $ | 58.13-$58.00 | |
Separate Account | | Sale | | August 19, 2024 | | | 4,286 | | | $ | 58.06 | | | $ | 58.13-$58.00 | |
CCP | | Sale | | August 13, 2024 | | | 19,318 | | | $ | 57.35 | | | $ | 57.67-$57.25 | |
Separate Account | | Sale | | August 13, 2024 | | | 4,862 | | | $ | 57.35 | | | $ | 57.67-$57.25 | |
CCP | | Sale | | August 12, 2024 | | | 7,173 | | | $ | 57.59 | | | $ | 57.72-$57.05 | |
