DSW,
INC.
|
(Name
of Issuer)
|
|
Common
Stock, without par value
|
(Title
of Class of Securities)
|
|
23334L102
|
(CUSIP
Number)
|
|
August
23, 2007
|
(Date
of Event Which Requires Filing of this
Statement)
|
o
|
Rule
13d-1(b)
|
x
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
WS
Capital, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
711,197*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
711,197*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
711,197*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/OO
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
WS
Capital Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
711,197*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
711,197*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
official
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
711,197*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.4%*
|
||
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
WSV
Management, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
118,500*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
118,500*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,500*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%*
|
||
12
|
TYPE
OF REPORTING PERSON
IA/OO
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
WS
Ventures Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
118,500*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
118,500*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,500*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/PN
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
Reid
S. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
829,697*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
829,697*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,697*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
G.
Stacy Smith
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
829,697*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
829,697*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,697*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
x
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 23334L102
|
|||
1
|
NAME
OF REPORTING PERSON:
Patrick
P. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
118,500*
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
118,500*
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
118,500*
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
Item
1(a).
|
Name
of Issuer: DSW, INC.
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
810
DSW Drive
|
|
Columbus,
Ohio 43219
|
|
Item
2(a).
|
Name
of Person Filing:
|
See
Item 1 of each cover page.
|
|
Item
2(b).
|
Address
of Principal Business Office or if none, Residence:
|
300
Crescent Court, Suite 1111
|
|
Dallas,
Texas 75201
|
|
Item
2(c).
|
Citizenship:
See Item 4 of each cover page.
|
Item
2(d).
|
Title
of Class of Securities: Class A common stock, without par value
|
Item
2(e).
|
CUSIP
Number: 23334L102
|
Item
3.
|
Not
Applicable
|
Item
4.
|
Ownership:
|
(a)
|
Amount
Beneficially Owned:
|
Reid
S. Walker and G. Stacy Smith are the beneficial owners of 829,697
shares
of Common Stock, which includes (i) 711,197 shares beneficially owned
by
WS Capital and WSC Management for the accounts of WSC, WSCQP and
WS
International and HHMI and (ii) 118,500 shares beneficially owned
by WSV
and WSVM for the accounts of WSO, WSOQP, WSO International.
Patrick
P. Walker is the beneficial owner of 118,500 shares of Common Stock,
reflecting 118,500 shares beneficially owned by WSV and WSVM for
the
accounts of WSO, WSOQP and WSO International.
WS
Capital and WSC Management are the beneficial owners of 711,197 shares
of
Common Stock for the accounts of WSC, WSCQP, WS International and
HHMI.
WSV
and WSVM are the beneficial owners of 118,500 shares of Common Stock
for
the accounts of WSO, WSOQP and WSO
International.
|
(b)
|
Percent
of Class: See Item 11 of each cover page.
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
|
sole
power to vote or to direct the vote: See Item 5 of each cover
page.
|
(ii)
|
shared
power to vote or to direct the vote: See Item 6 of each cover
page.
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Item 7 of each
cover
page.
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Item 8 of each
cover
page.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class: Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person: Not
applicable.
|
Item
7.
|
Identification
and Classification of Subsidiary Which Acquired the
Securities:
|
WSC
Management is an investment adviser registered with the Securities
and
Exchange Commission and, as such, has beneficial ownership of the
securities held by its clients, WSC, WSCQP, WS International and
HHMI. WS
Capital is the general partner of WSC Management. Reid S. Walker
and G.
Stacy Smith are the sole principals of WS Capital, and therefore
exercise
investment discretion and control with respect to the shares of Common
Stock beneficially owned by WSC Management’s
clients.
|
WSV
is an investment adviser registered with the Securities and Exchange
Commission and is the general partner of WSVM and, as such, has beneficial
ownership of the securities held by its clients, WSO, WSOQP and WSO
International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker
are
the sole principals of WSV, and therefore exercise investment discretion
and control with respect to the shares of Common Stock beneficially
owned
by WSV’s clients.
|
Item
8.
|
Identification
and Classification of Members of the Group: Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group: Not applicable.
|
Item
10.
|
Certification:
|
September
4, 2007
|
|
WS
CAPITAL, L.L.C.
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WS
CAPITAL MANAGEMENT, L.P.
|
|
By:
WS Capital, L.L.C., its general partner
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WSV
MANAGEMENT, L.L.C.
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WS
VENTURES MANAGEMENT, L.P.
|
|
By:
WSV Management, L.L.C., its general partner
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
/s/
Reid S. Walker
|
|
REID
S. WALKER
|
|
/s/
G. Stacy Smith
|
|
G.
STACY SMITH
|
|
/s/
Patrick P. Walker
|
|
PATRICK
P. WALKER
|
|
WS
CAPITAL, L.L.C.
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WS
CAPITAL MANAGEMENT, L.P.
|
|
By:
WS Capital, L.L.C., its general partner
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WSV
MANAGEMENT, L.L.C.
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
WS
VENTURES MANAGEMENT, L.P.
|
|
By:
WSV Management, L.L.C., its general partner
|
|
By:
/s/
Reid S. Walker
|
|
Reid
S. Walker, Member
|
|
/s/
Reid S. Walker
|
|
REID
S. WALKER
|
|
/s/
G. Stacy Smith
|
|
G.
STACY SMITH
|
|
/s/
Patrick P. Walker
|
|
PATRICK
P. WALKER
|
|