SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)*

 

 

Columbia Sportswear Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

198516 10 6

(CUSIP Number of Class of Securities)

Sarah A. Bany

9740 SW Hillman Court, Suite 200

Wilsonville, Oregon 97070

(503) 563-6444

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

November 3, 2019

(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.  ☐

 

*	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 in 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).

 

 

 

CUSIP NO. 198516 10 6

 

1		NAME OF REPORTING PERSON   Sarah A. Bany
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCES OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   10,996,999
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   10,996,999
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,996,999
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   16.3%
14		TYPE OF REPORTING PERSON   IN

 

Page 2 of 7 Pages

CUSIP NO. 198516 10 6

 

1		NAME OF REPORTING PERSON   Gertrude Boyle Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCES OF FUNDS   OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IN REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Oregon

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   9,038,445
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   9,038,445
				10		SHARED DISPOSITIVE POWER   0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,038,445
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.4%
14		TYPE OF REPORTING PERSON   OO

 

Page 3 of 7 Pages

Item 1. Security and Issuer

This statement relates to the common stock of Columbia Sportswear Company, an Oregon corporation (the “Company”). The Company’s principal executive offices are located at 14375 NW Science Park Drive, Portland, Oregon 97229.

Item 2. Identity and Background

This statement is filed jointly by Sarah A. Bany, a citizen of the United States of America, and the Gertrude Boyle Trust, a trust established under the laws of Oregon (the “Trust”). Ms. Bany is the sole trustee of the Trust. The principal business of the Trust is to implement the estate plans of the settlor of the Trust, Gertrude Boyle and Ms. Bany’s mother, following Ms. Boyle’s death.

Ms. Bany is a member of the board of directors of the Company and is a co-owner of Moonstruck Chocolate Company, a company whose principal business is to produce and sell chocolate products and whose principal business address is 6600 N. Baltimore Avenue, Portland, Oregon 97203.

The principal office of the Trust and the business address of Ms. Bany is 9740 SW Hillman Court, Suite 200, Wilsonville, Oregon 97070.

During the last five years, neither Ms. Bany nor the Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Sources and Amount of Funds or Other Consideration.

Upon the death of Ms. Boyle on November 3, 2019, the Trust became irrevocable, and Ms. Bany was appointed as the sole trustee of the Trust. By virtue of the foregoing, Ms. Bany and the Trust acquired, for no consideration, beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of 9,038,445 shares of common stock of the Company (the “Acquisition”).

Item 4. Purpose of Transaction.

The purpose of the Acquisition is to implement Ms. Boyle’s estate plans as set forth in the terms of the trust agreement governing the Trust.

The reporting persons have plans to dispose of shares of common stock of the Company in connection with implementing Ms. Boyle’s estate plans and satisfying certain of the Trust’s liabilities, and the reporting persons otherwise have no plans or proposals which relate to or would result in any the transactions set forth in Item 4(a)-(j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

For purposes of Section 13(d) of the Securities Exchange Act of 1934, the Trust beneficially owns 9,038,445 shares of common stock of the Company. Such shares represent approximately 13.4% of the 67,525,997 shares of common stock of the Company outstanding as of October 25, 2019 (as set forth in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2019). The Trust has sole power to vote and direct the voting and dispose and direct the disposition of the shares the Trust beneficially owns.

For purposes of Section 13(d) of the Securities Exchange Act of 1934, Ms. Bany beneficially owns 10,996,999 shares of common stock of the Company (which includes the 9,038,445 shares that the Trust beneficially owns). The 10,996,999 shares that Ms. Bany beneficially owns represents approximately 16.3% of the 67,525,997 shares of common stock of the Company outstanding as of October 25, 2019 (as set forth in the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2019). Ms. Bany has sole power to vote and direct the voting and dispose and direct the disposition of the shares she beneficially owns.

Neither Ms. Bany nor the Trust has effected any transactions in shares of common stock of the Company during the past 60 days other than the Acquisition.

 

Page 4 of 7 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits

A copy of a written consent relating to the filing of joint acquisition statements as required by Rule 13d-1(k) is attached as an exhibit to this statement.

 

Page 5 of 7 Pages

SIGNATURE

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

Dated: November 12, 2019

 

 

Page 6 of 7 Pages

AGREEMENT TO FILE JOINT STATEMENTS

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), the undersigned are deemed to be the beneficial owners of the same securities of Columbia Sportswear Company. Therefore, in accordance with Rule 13d-1(k)(1) under the Act, the undersigned agree to jointly file a Schedule 13D reporting their beneficial ownership of such securities and any amendment thereto or substitution thereof.

Dated: November 12, 2019