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    SEC Form SC 13D/A filed by Pitney Bowes Inc. (Amendment)

    4/8/24 5:22:53 PM ET
    $PBI
    Office Equipment/Supplies/Services
    Miscellaneous
    Get the next $PBI alert in real time by email
    SC 13D/A 1 sc13da712166003_04082024.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13D

    (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. 7)1

    Pitney Bowes Inc.

    (Name of Issuer)

    Common Stock, $1.00 par value per share

    (Title of Class of Securities)

    724479100

    (CUSIP Number)

    KURTIS J. WOLF

    HESTIA CAPITAL MANAGEMENT, LLC

    175 Brickyard Road, Suite 200

    Adams Township, Pennsylvania 16046

    (724) 687-7842

     

    With a copy to:

     

    ANDREW FREEDMAN.

    OLSHAN FROME WOLOSKY LLP

    1325 Avenue of the Americas

    New York, New York 10019

    (212) 451-2300

    (Name, Address and Telephone Number of Person

    Authorized to Receive Notices and Communications)

     

    April 4, 2024

    (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 ¨.

    Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

     

     

     

    1              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 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).

     

    CUSIP No. 724479100

      1   NAME OF REPORTING PERSON  
             
            HESTIA CAPITAL PARTNERS, LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         5,572,261  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              5,572,261  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            5,572,261  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            3.2% (1)  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    (1) Based upon 176,528,703 Shares outstanding as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024.

    2

    CUSIP No. 724479100

      1   NAME OF REPORTING PERSON  
             
            HELIOS I, LP  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            WC  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         9,540,161  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              9,540,161  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            9,540,161  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            5.4% (1)  
      14   TYPE OF REPORTING PERSON  
             
            PN  

      

    (1) Based upon 176,528,703 Shares outstanding as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024.

    3

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
            HESTIA CAPITAL PARTNERS GP, LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF, OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         15,112,422  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              15,112,422  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            15,112,422  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            8.6% (1)  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    (1) Based upon 176,528,703 Shares outstanding as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024.

    4

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
            HESTIA CAPITAL MANAGEMENT, LLC  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF, OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            DELAWARE  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         15,790,922  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              15,790,922  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            15,790,922  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            8.9% (1)  
      14   TYPE OF REPORTING PERSON  
             
            OO  

      

    (1) Based upon 176,528,703 Shares outstanding as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024.

    5

    CUSIP No. 724479100

     

      1   NAME OF REPORTING PERSON  
             
            KURTIS J. WOLF  
      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
            (b) ☐
               
      3   SEC USE ONLY    
               
               
      4   SOURCE OF FUNDS  
             
            AF, OO  
      5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
           
               
      6   CITIZENSHIP OR PLACE OF ORGANIZATION  
             
            USA  
    NUMBER OF   7   SOLE VOTING POWER  
    SHARES          
    BENEFICIALLY         - 0 -  
    OWNED BY   8   SHARED VOTING POWER  
    EACH          
    REPORTING         15,790,922  
    PERSON WITH   9   SOLE DISPOSITIVE POWER  
             
              - 0 -  
        10   SHARED DISPOSITIVE POWER  
               
              15,790,922  
      11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
             
            15,790,922  
      12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
           
               
      13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
             
            8.9% (1)  
      14   TYPE OF REPORTING PERSON  
             
            IN  

      

    (1) Based upon 176,528,703 Shares outstanding as of January 31, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2024.

    6

    CUSIP No. 724479100

     

    The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

    Item 4.Purpose of Transaction.

    Item 4 is hereby amended to add the following:

    On April 4, 2024, the Issuer announced that the Board has appointed Lance E. Rosenzweig as an independent director, effective immediately, to fill the vacancy created by William S. Simon’s resignation from the Board, effective March 31, 2024. Mr. Rosenzweig’s appointment was made in accordance with the Issuer’s Amended and Restated By-Laws and pursuant to Section 1(c) of the Cooperation Agreement by and among the Issuer and the Reporting Persons, dated January 31, 2024 (the “Cooperation Agreement”). Mr. Rosenzweig will be deemed to replace Mr. Simon as a Replacement Director (as defined in the Cooperation Agreement) under the Cooperation Agreement and will assume Mr. Simon’s roles on the standing committees of the Board. Mr. Rosenzweig will initially serve as a director until the Issuer’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), and the Issuer plans to nominate Mr. Rosenzweig for election to the Board at the 2024 Annual Meeting.

    7

    CUSIP No. 724479100

     

    SIGNATURES

    After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Dated: April 8, 2024

      Hestia Capital Partners, LP
       
      By:

    Hestia Capital Management, LLC,

    its Investment Manager

         
         
      By:

    /s/ Kurtis J. Wolf

        Name: Kurtis J. Wolf
        Title: Managing Member

     

     

      Helios I, LP
       
      By:

    Hestia Capital Management, LLC,

    its Investment Manager

         
         
      By:

    /s/ Kurtis J. Wolf

        Name: Kurtis J. Wolf
        Title: Managing Member

     

     

      Hestia Capital Partners GP, LLC
       
       
      By:

    /s/ Kurtis J. Wolf

        Name: Kurtis J. Wolf
        Title: Managing Member

     

     

      Hestia Capital Management, LLC
       
       
      By:

    /s/ Kurtis J. Wolf

        Name: Kurtis J. Wolf
        Title: Managing Member
           
           
     

    /s/ Kurtis J. Wolf

      Kurtis J. Wolf

     

     

    8

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