SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Date of Event Which Requires
Filing of this Schedule)

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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

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).

 

 

 

2

 

 

This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 3, 2014 (the “Original Schedule 13D”) as amended by Amendment No. 1 filed on July 29, 2014 (“Amendment No. 1”), Amendment No. 2 filed on August 4, 2014 (“Amendment No. 2”) and Amendment No. 3 filed on August 12, 2014 (“Amendment No. 3” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment No. 4, the “Schedule 13D”) with respect to the shares (“Shares”) of common stock, par value $0.0001 per share, of PetSmart, Inc., a Delaware corporation (the “Issuer”).

 

Item 4.                                            Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

On August 14, 2014, the Reporting Person received in the mail an anonymous, unsolicited package containing (a) a presentation prepared by the Issuer  (the “Presentation”) setting forth certain business plans relating to improving third and fourth quarter results and (b) a cover letter noting that the Issuer has missed internal projections and criticizing the Issuer’s actions including those described in the Presentation as not being in the long-term best interests of shareholders.  The Reporting Person believes that in the interest of full disclosure such materials should be shared with all shareholders.  However, given that certain portions of such materials may be deemed to be competitively sensitive, on August 18, 2014 the Reporting Person sent a copy of such materials to the Issuer, together with a letter (the “Letter”) asking the Issuer to promptly release such materials after redacting any such competitively sensitive information.  A copy of the Letter is attached to this Amendment No. 4 as Exhibit F.  The Reporting Person does not have any knowledge regarding who may have sent this material, and has not independently verified the authenticity of any statements made therein or the accuracy of any such statements.

 

Item 5.                                            Interest in Securities of the Company.

 

Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated as follows:

 

(c) There have been no transactions in the Shares effected by the Reporting Person since the filing of Amendment No. 3.

 

Item 7.                                            Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is being amended and supplemented by the addition of the following:

 

Exhibit F: Letter dated August 18, 2014.

 

3

 

 

SIGNATURES

 

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.

 

Dated:  August 18, 2014

 

 

	JANA PARTNERS LLC
	By:	/s/ Jennifer Fanjiang
	Name:	Jennifer Fanjiang
	Title:	General Counsel

 

4

Exhibit F

 

 

August 18, 2014

 

Board of Directors

PetSmart, Inc.

19601 North 27th Avenue

Phoenix, Arizona 85027

Attention:                 David K. Lenhardt, President and Chief Executive Officer

Gregory P. Josefowicz, Chairman of the Board

Paulette Dodson, Senior Vice President, General Counsel and Secretary

 

Ladies and Gentlemen,

 

On August 14, 2014, JANA Partners LLC (“we” or “us”) received in the mail an anonymous, unsolicited package containing the following materials, which are enclosed herewith:  (a) a presentation (the “Presentation”) prepared by PetSmart, Inc. (“PetSmart” or “you”) setting forth certain business plans relating to improving third and fourth quarter results and (b) a cover letter (the “Letter”) noting that PetSmart has missed internal projections and criticizing certain actions of PetSmart including those described in the Presentation as not being in the long-term best interests of shareholders.

 

We believe that in the interest of full disclosure such materials should promptly be shared with all shareholders.  However, given that certain portions of such materials may be deemed by you to be competitively sensitive, we are first sharing them with you.  We have therefore also prepared and included a copy of the materials with all of the redactions we believe are necessary for the purpose of protecting competitively sensitive information.  We hereby request that you promptly review such materials and determine what, if any, additional redactions are necessary to protect such information, and then either release the Letter and Presentation publicly yourselves or provide us with any such additional redactions or other concerns, if any, so that we may publicly release such materials ourselves.  Our address is:  767 5th Avenue, 8th Floor, New York, NY 10153.

 

If you wish to discuss this matter further, you may reach us at (212) 455-0900.

 

 

Sincerely,
/s/ Barry Rosenstein
Barry Rosenstein
Managing Partner
JANA Partners LLC