| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
lululemon athletica inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1818 Cornwall Avenue, Vancouver,
BRITISH COLUMBIA, CANADA
, V6J 1C7. |
Item 1 Comment:
This Amendment No. 23 (this "Amendment") is being filed by Dennis J. Wilson, Anamered Investments Inc. ("Anamered"), LIPO Investments (USA), Inc. ("LIPO"), Wilson 5 Foundation ("Wilson 5"), Wilson 5 Foundation Management Ltd. ("Wilson 5 Trustee"), Five Boys Investments ULC ("Five Boys"), Shannon Wilson, Low Tide Properties Ltd. ("Low Tide") and House of Wilson Ltd. ("House of Wilson") (collectively, the "Reporting Persons") and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons on February 14, 2019 (as amended, the "Schedule 13D") to reflect certain updates to the information previously reported.
The Items below amend the information disclosed under the corresponding Items in the Schedule 13D as described below. Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Each of Mr. Wilson, Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson, Low Tide and House of Wilson may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 9,740,710 shares of the Issuer's common stock (of which 5,115,961 are exchangeable shares (as defined below) and an equal number of shares of the Issuer's special voting stock on a fully-converted basis) owned in the aggregate by all of the Reporting Persons, constituting approximately 8.6% of the shares of the Issuer's common stock and shares of the Issuer's special voting stock outstanding. Each Reporting Person disclaims beneficial ownership of shares of the Issuer's common stock (and exchangeable shares and an equal number of shares of the Issuer's special voting stock) that he, she or it does not directly own, except to the extent of his, her or its pecuniary interest therein.
The foregoing is based on 108,437,957 shares of the Issuer's common stock and 5,115,961 shares of the Issuer's special voting stock outstanding as of May 29, 2026 as disclosed by the Issuer in its Quarterly Report filed on Form 10-Q with the SEC on June 4, 2026. Each share of the Issuer's special voting stock has voting rights equivalent to one share of the Issuer's common stock, but no economic rights.
Each share of the Issuer's special voting stock is paired with an exchangeable share (an "exchangeable share") of Lulu Canadian Holding, Inc., a wholly owned subsidiary of the Issuer ("Lulu Canada"). Holders of exchangeable shares may require Lulu Canada to redeem each of its exchangeable shares in exchange for one share of the Issuer's common stock plus a cash payment equal to any accrued and unpaid dividends on the exchangeable shares. When exchangeable shares are exchanged into shares of the Issuer's common stock, the Issuer cancels a corresponding number of shares of special voting stock without consideration. As a result, each exchangeable share, together with its paired share of special voting stock, may be deemed to represent beneficial ownership of one share of the Issuer's common stock. |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entrety as follows:
The information set forth in Items 7, 8, 9, 10 and 11 of the cover pages of this Amendemnt is incorporated herein by reference.
Mr. Wilson directly holds 3,852 shares of the Issuer's common stock. Anamered directly holds 4,755,217 exchangeable shares and an equal number of shares of the Issuer's special voting stock. LIPO directly holds 3,401,596 shares of the Issuer's common stock. Wilson 5 directly holds 829,325 shares of the Issuer's common stock. Five Boys directly holds 91,760 exchangeable shares and an equal number of shares of the Issuer's special voting stock. Mrs. Wilson directly holds 268,984 exchangeable shares and an equal number of shares of the Issuer's special voting stock. Low Tide directly holds 389,976 shares of the Issuer's common stock. House of Wilson directly holds 0 shares of the Issuer's common stock.
Mr. Wilson may be deemed to have shared voting or dispositive power over the securities he holds directly, as well as those beneficially owned by Anamered, LIPO, Wilson 5, Wilson 5 Trustee, Five Boys, Mrs. Wilson and Low Tide.
Wilson 5 Trustee may be deemed to have shared voting or dispositive power over the securities beneficially owned by Wilson 5.
Mrs. Wilson may be deemed to have shared voting or dispositive power over the securities that she holds directly as well as those beneficially owned by Wilson 5. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: On July 17, 2026, Low Tide sold 164,146 shares of the Issuer's common stock pursuant to the Master Confirmation. The information set forth in Item 6 of this Amendment is incorporated herein by reference. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
As disclosed in an amendment to the Schedule 13D filed on January 23, 2025, Low Tide entered into the Master Confirmation with Citibank, N.A., and related transactions thereunder, with respect to certain shares of the Issuer's common stock beneficially owned by Low Tide. In connection with, and in accordance with the terms of, the Master Confirmation, Low Tide sold 164,146 shares of the Issuer's common stock on July 17, 2026 for purposes of providing financial flexibility in support of ongoing investments that are not directly or indirectly related to the Reporting Persons' investment in the Issuer. These sales are not, and should not be interpreted as, a change in the Reporting Persons' investment thesis regarding the Issuer or its securities.
Following such sale, 164,146 shares of the Issuer's common stock remain subject to the pledge pursuant to the Master Confirmation, representing approximately 0.1446% of the Issuer's outstanding shares, based on 108,437,957 shares of the Issuer's common stock and 5,115,961 shares of the Issuer's special voting stock outstanding as of May 29, 2026, as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the SEC on June 4, 2026. |
