SEC Form SC 13G/A filed by American Eagle Outfitters Inc. (Amendment)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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American Eagle Outfitters, Inc.

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(Name of Issuer)

Common stock, $0.01 par value per share

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(Title of Class of Securities)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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 the 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).

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* Beneficial ownership based on 187,406,236  shares of common stock outstanding as of November 21, 2022, as reported on the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2022.

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* Beneficial ownership based on 187,406,236  shares of common stock outstanding as of November 21, 2022, as reported on the Issuer’s Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2022.

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Item 1(a) Name of Issuer:

American Eagle Outfitters, Inc.

77 Hot Metal Street

Pittsburgh, PA 15203-2329

This Schedule 13G is being filed jointly by Select Equity Group, L.P., a Delaware limited partnership (“Select LP”) and George S. Loening (“Loening”), who is the majority owner of Select LP and managing member of its general partner. Select LP and Loening are sometimes jointly referred to herein as the “Select Reporting Persons.”

The business address of each of the Select Reporting Persons is:

380 Lafayette Street

    New York, New York 10003

    George S. Loening is a United States citizen.

    Common Stock

     02553E106

(a)	☐ Broker or dealer registered under Section 15 of the Act;

(b)	☐ Bank as defined in Section 3(a)(6) of the Act;

(c)	☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d)	☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

(e)	☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j)	☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k)	☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

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The information required by Items 4(a)-(c), as of the date hereof, is set forth in Rows 5-11 of the cover page hereto for each Select Reporting Person and is incorporated herein by reference for each such Select Reporting Person.

If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

N/A

See Exhibit 99.1.

N/A

N/A

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SIGNATURES

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

SELECT EQUITY GROUP, L.P.

By: Select Equity GP, LLC, its General Partner

By:  /s/ George S. Loening                          

Name: George S. Loening

Title: Managing Member

/s/ George S. Loening                                    

George S. Loening, an individual

Dated: February 14, 2023

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