d12076985a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

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

DSW INC.
(Name of Issuer)

Class A Common Shares, No Par Value
(Title of Class of Securities)

23334L102
(CUSIP Number)

May 28, 2014
(Date of Event which Requires Filing
of this Statement)



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

 
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
Rule 13d-1(d)



*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).
 
 
 
Page 1 of 11
 

 

CUSIP No. 23334L102                                                 
13G
Page 2 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Asset Management, L.P.
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,352,800 (a) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,352,800 (a) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,352,800 (a) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.0% (a) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
 
Page 2 of 11
 
 
CUSIP No. 23334L102                                                 
13G
Page 3 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Point72 Capital Advisors, Inc.
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,352,800 (a) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,352,800 (a) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,352,800 (a) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.0% (a) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 3 of 11
 
 
CUSIP No. 23334L102                                                 
13G
Page 4 of 11 Pages

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Cubist Systematic Strategies, LLC
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
210,202 (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
210,202 (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
210,202 (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.3% (see Item 4)
12
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 4 of 11
 
 
CUSIP No. 23334L102                                                 
13G
Page 5 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
EverPoint Asset Management, LLC
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
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
1,159,709 (b) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
1,159,709 (b) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,159,709 (b) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.4% (b) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
OO
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 5 of 11
 
 
CUSIP No. 23334L102                                                 
13G
Page 6 of 11 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
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
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
4,722,711 (a) (b) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
4,722,711 (a) (b) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,722,711 (a) (b) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
    o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7% (a) (b)  (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT
 
 
 
Page 6 of 11
 

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:
   
 
This statement is filed by: (i) Point72 Asset Management, L.P. (“Point72 Asset Management”) with respect to shares of Class A Common Shares, no par value per share (“Shares”), of the Issuer held by certain investment funds it manages; (ii) Point72 Capital Advisors, Inc. (“Point72 Capital Advisors Inc.”) with respect to Shares held by certain investment funds managed by Point72 Asset Management; (iii) Cubist Systematic Strategies, LLC (“Cubist Systematic Strategies”) with respect to Shares held by certain investment funds it manages; (iv) EverPoint Asset Management, LLC (“EverPoint Asset Management”) with respect to Shares held by certain investment funds it manages; and (v) Steven A. Cohen with respect to Shares beneficially owned by Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies and EverPoint Asset Management.
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b)
Address or Principal Business Office:
   
 
The address of the principal business office of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, CT 06902; (ii) Cubist Systematic Strategies is 330 Madison Avenue, New York, NY 10173; and (iii) EverPoint Asset Management is 510 Madison Avenue, New York, NY 10022.
   
Item 2(c)
Citizenship:
   
 
Point72 Asset Management is a Delaware limited partnership.  Point72 Capital Advisors Inc. is a Delaware corporation.  Cubist Systematic Strategies and EverPoint Asset Management are Delaware limited liability companies.  Mr. Cohen is a United States citizen.
   
Item 2(d)
Title of Class of Securities:
   
 
Class A Common Shares, no par value per share
   
 
 
 
Page 7 of 11
 
 
 
Item 2(e)
CUSIP Number:
   
 
23334L102
   
Item 3
Not Applicable
   
Item 4
Ownership:
   
   
 
The percentages used herein are calculated based upon the Shares issued and outstanding as of April 15, 2014 as reported on the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014.
   
 
As of the close of business on May 28, 2014:
   
 
1.  Point72 Asset Management, L.P.
 
(a) Amount beneficially owned: 3,352,800 (a)
 
(b) Percent of class: 4.0% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 3,352,800 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 3,352,800 (a)
   
 
2.  Point72 Capital Advisors, Inc.
 
(a) Amount beneficially owned: 3,352,800 (a)
 
(b) Percent of class: 4.0% (a)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 3,352,800 (a)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 3,352,800 (a)
   
 
3.  Cubist Systematic Strategies, LLC
 
(a) Amount beneficially owned: 210,202
 
(b) Percent of class: 0.3%
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 210,202
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 210,202
   
 
4.  EverPoint Asset Management, LLC
 
(a) Amount beneficially owned: 1,159,709 (b)
 
(b) Percent of class: 1.4% (b)
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 1,159,709 (b)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 1,159,709 (b)
   
 
5. Steven A. Cohen
 
(a) Amount beneficially owned: 4,722,711 (a) (b)
 
(b) Percent of class: 5.7% (a) (b)
 
 
 
Page 8 of 11
 
 
 
 
(c)(i) Sole power to vote or direct the vote: -0-
 
(ii) Shared power to vote or direct the vote: 4,722,711 (a) (b)
 
(iii) Sole power to dispose or direct the disposition: -0-
 
(iv) Shared power to dispose or direct the disposition: 4,722,711 (a) (b)
   
 
(a) Includes 172,900 Shares subject to call options held by a fund managed by Point72 Asset Management.
   
 
(b) Includes 419,000 Shares subject to call options held by a fund managed by EverPoint Asset Management.
   
 
Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, Point72 Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Point72 Capital Advisors Inc. is the general partner of Point72 Asset Management.  Pursuant to an investment management agreement, Cubist Systematic Strategies maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Pursuant to an investment management agreement, EverPoint Asset Management maintains investment and voting power with respect to the securities held by certain investment funds it manages.  Mr. Cohen controls each of Point72 Capital Advisors Inc., Cubist Systematic Strategies and EverPoint Asset Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) Point72 Asset Management, Point72 Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 3,352,800 (a) Shares (constituting approximately 4.0% (a) of the Shares outstanding); (ii) Cubist Systematic Strategies and Mr. Cohen may be deemed to beneficially own 210,202 Shares (constituting approximately 0.3% of the Shares outstanding); and (iii) EverPoint Asset Management and Mr. Cohen may be deemed to beneficially own 1,159,709 (b) Shares (constituting approximately 1.4% (b) of the Shares outstanding).  Each of Point72 Asset Management, Point72 Capital Advisors Inc., Cubist Systematic Strategies, EverPoint Asset Management and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
   
Item 5
Ownership of Five Percent or Less of a Class:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  o
   
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not Applicable
   
 
 
 
Page 9 of 11
 
 
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
   
 
Not Applicable
   
Item 8
Identification and Classification of Members of the Group:
   
 
Not Applicable
   
Item 9
Notice of Dissolution of Group:
   
 
Not Applicable
   
Item 10
Certification:

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 10 of 11
 
 
 
SIGNATURE

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: May 29, 2014

POINT72 ASSET MANAGEMENT, L.P.

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
POINT72 CAPITAL ADVISORS, INC.
 
By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
CUBIST SYSTEMATIC STRATEGIES, LLC

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

EVERPOINT ASSET MANAGEMENT, LLC

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person

STEVEN A. COHEN

By:  /s/ Peter Nussbaum      
Name:  Peter Nussbaum
Title:  Authorized Person
 
 
 
Page 11 of 11