Amendment: SEC Form SCHEDULE 13D/A filed by Pitney Bowes Inc.
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Office Equipment/Supplies/Services
Miscellaneous
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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PITNEY BOWES INC /DE/ (Name of Issuer) |
Common Stock, par value $1.00 per share (Title of Class of Securities) |
724479100 (CUSIP Number) |
KURTIS J. WOLF HESTIA CAPITAL MANAGEMENT, LLC, 175 Brickyard Road, Suite 200 Adams Township, PA, 16046 724-687-7842 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/13/2025 (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 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).
SCHEDULE 13D
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| CUSIP No. | 724479100 |
| 1 |
Name of reporting person
HESTIA CAPITAL PARTNERS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,986,554.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 724479100 |
| 1 |
Name of reporting person
HELIOS I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,593,401.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 724479100 |
| 1 |
Name of reporting person
HESTIA CAPITAL PARTNERS GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,579,955.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 724479100 |
| 1 |
Name of reporting person
Hestia Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,186,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 724479100 |
| 1 |
Name of reporting person
Wolf Kurt James | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,186,244.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $1.00 per share |
| (b) | Name of Issuer:
PITNEY BOWES INC /DE/ |
| (c) | Address of Issuer's Principal Executive Offices:
PITNEY BOWES INC, 3001 SUMMER STREET, STAMFORD,
CONNECTICUT
, 06926-0700. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares beneficially owned by each of Hestia Capital, Helios and held in the SMAs were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 4,986,554 Shares directly owned by Hestia Capital is approximately $19,924,177, including brokerage commissions. The aggregate purchase price of the 8,593,401 Shares directly owned by Helios is approximately $29,201,107, including brokerage commissions. The aggregate purchase price of the 606,289 Shares held in the SMAs is approximately $2,433,380, including brokerage commissions. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 181,700,821 shares outstanding as of October 24, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2024.
A. Hestia Capital
As of the date hereof, Hestia Capital directly owned 4,986,554 Shares.
Percentage: Approximately 2.7%
B. Helios
As of the date hereof, Helios directly owned 8,593,401 Shares.
Percentage: Approximately 4.7%
C. Hestia Partners GP
As the general partner of each of Hestia Capital and Helios, Hestia Partners GP may be deemed the beneficial owner of the (i) 4,986,554 Shares directly owned by Hestia Capital and the (ii) 8,593,401 Shares directly owned by Helios.
Percentage: Approximately 7.5%
D. Hestia LLC
As of the date hereof, 606,289 Shares were held in SMAs. As the investment manager of each of Hestia Capital, Helios and the SMAs, Hestia LLC may be deemed the beneficial owner of the (i) 4,986,554 Shares directly owned by Hestia Capital, (ii) 8,593,401 Shares directly owned by Helios and (iii) 606,289 Shares held in the SMAs.
Percentage: Approximately 7.8%
E. Kurtis J. Wolf
As the managing member of each of Hestia Partners GP and Hestia LLC, Mr. Wolf may be deemed the beneficial owner of the (i) 4,986,554 Shares directly owned by Hestia Capital, (ii) 8,593,401 Shares directly owned by Helios and (iii) 606,289 Shares held in SMAs.
Percentage: Approximately 7.8% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. Hestia Capital
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 4,986,554
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 4,986,554
B. Helios
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,593,401
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,593,401
C. Hestia Partners GP
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 13,579,955
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 13,579,955
D. Hestia LLC
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,186,244
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,186,244
E. Kurtis J. Wolf
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 14,186,244
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 14,186,244 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The transactions in the Shares by the Reporting Persons and the SMAs during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On May 6, 2024, Mr. Wolf was awarded 18,904 Restricted Stock Units ("RSUs") in connection with his service as a director of the Issuer, each of which represents a contingent right to receive one Share. The RSUs have a one year (as defined in the Amended and Restated Pitney Bowes Inc. 2018 Stock Plan) cliff vesting.
On May 24, 2024, Mr. Wolf was awarded 23,810 RSUs in connection with his service as a director of the Issuer, each of which represents a contingent right to receive one Share. The RSUs have a one year (as defined in the Pitney Bowes Inc. 2024 Stock Plan) cliff vesting.
On November 21, 2024, Mr. Wolf was awarded 26,008 RSUs in connection with his service as a director of the Issuer, each of which represents a contingent right to receive one Share. The RSUs have a one year (as defined in the Pitney Bowes Inc. 2024 Stock Plan) cliff vesting. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
1 - Transactions in Securities |
| SIGNATURE | |
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.
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