SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

lululemon athletica inc.
(Name of Issuer)
 
Common Stock, par value $0.005
(Title of Class of Securities)

550021109
(CUSIP Number)
 
Richard Terranova, Director of Portfolio Administration 617−951−9400
c/o Advent International Corporation
75 State Street, 29th Floor
Boston, MA 02109
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 7, 2016
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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. ☐

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.

*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 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).
 
13D
 
1
NAME OF REPORTING PERSONS
 
 
Advent International Corporation
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
20,105,279*
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
20,105,279*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,105,279*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
15.80%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
CO, IA
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
2
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
20,105,279*
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
20,105,279*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
20,105,279*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
15.80%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
3
1
NAME OF REPORTING PERSONS
 
 
Advent Puma Acquisition Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
19,510,003*
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
19,510,003*
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
19,510,003*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
15.33%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
4
1
NAME OF REPORTING PERSONS
 
 
GPE VII GP Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
6,810,061 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
6,810,061 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,810,061 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.35%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
5
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-A Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,345,401 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,345,401 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,345,401 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.84%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
6
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-E Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
4,145,147 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
4,145,147 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,145,147 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
3.26%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
7
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-H Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
319,513 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
319,513 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
319,513 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.25%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
8
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
2,534,069 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
2,534,069 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,534,069 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.99%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
9
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII−B Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
5,752,805 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
5,752,805 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,752,805 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
4.52%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
10
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-C Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,828,736 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,828,736 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,828,736 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.44%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
11
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-D Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
1,516,702 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
1,516,702 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,516,702 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.19%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
12
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-F Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
 WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
533,815 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
533,815 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
533,815 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.42%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
13
1
NAME OF REPORTING PERSONS
 
 
Advent International GPE VII-G Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
533,815 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
533,815 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
533,815 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.42%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
14
1
NAME OF REPORTING PERSONS
 
 
GPE VII GP (Delaware) Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
12,699,942 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
12,699,942 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,699,942 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
9.98%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
15
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
8,947 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
8,947 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
8,947 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.01%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
16
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
194,921 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
194,921 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
194,921 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.15%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
17
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII - A Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
21,412 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
21,412 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
21,412 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.02%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
18
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII - A Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
51,550 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
51,550 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
51,550 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.04%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).


19
 
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII - B Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
212,613 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
212,613 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
212,613 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.17%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
20
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII 2014 Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
12,304 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
12,304 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,304 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.01%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
21
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII 2014 Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
34,983 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
34,983 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
34,983 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.03%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
22
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII - A 2014 Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
33,877 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
33,877 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
33,877 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.03%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
23
1
NAME OF REPORTING PERSONS
 
 
Advent Partners GPE VII - A 2014 Cayman Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
24,669 *
 
 
 
 
8
SHARED VOTING POWER
 
 
None
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
24,669 *
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
None
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
24,669 *
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.02%*
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 
 
* See Item 5 of this Amendment No. 2 to Schedule 13D for discussion of calculation of beneficial ownership and percentage ownership. Percentage ownership calculations are based on 127,262,705 outstanding shares of common stock, par value $0.005 per share, of lululemon athletica inc. (the “Common Stock”) as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016).
 
24
This Amendment No. 2 (“Amendment No. 2”) amends the Statement on Schedule 13D first filed on August 18, 2014, and as amended (the “Schedule 13D”), and is jointly filed by the Reporting Persons (as defined in Item 2 below) with respect to the Common Stock, par value $0.005 per share (the “Common Stock”), of lululemon athletica inc., (the “Corporation” or the “Issuer”). Unless otherwise indicated, each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 5.
Interests in the Securities of the Issuer.

Item 5 of the Schedule 13D is supplemented as follows:

(a) and (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 2 as of the close of business on October 7, 2016, are incorporated herein by reference. As of the close of business on October 7, 2016, the Reporting Persons beneficially owned in the aggregate 20,105,279 shares of Common Stock, representing approximately 15.80% of the shares of Common Stock outstanding. Percentage ownership calculations are based on 127,262,705 outstanding shares of Common Stock as of August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016). The shares of Common Stock beneficially owned by the Reporting Persons as of close of business on October 7, 2016, were held directly as follows: APAL (19,510,003 shares); Advent Partners GPE VII Limited Partnership (8,947 shares); Advent Partners GPE VII Cayman Limited Partnership (194,921 shares); Advent Partners GPE VII-A Limited Partnership (21,412 shares); Advent Partners GPE VII-A Cayman Limited Partnership (51,550 shares); Advent Partners GPE VII-B Cayman Limited Partnership (212,613 shares); Advent Partners GPE VII 2014 Limited Partnership (12,304 shares); Advent Partners GPE VII 2014 Cayman Limited Partnership (34,983 shares); Advent Partners GPE VII-A 2014 Limited Partnership (33,877 shares); and Advent Partners GPE VII-A 2014 Cayman Limited Partnership (24,669 shares).

As of the close of business on August 29, 2016 (as reported in the Issuer’s Form 10-Q filed with the SEC on September 1, 2016), the Issuer also had outstanding 9,784,239 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the Issuer. The special voting stock and the Common Stock generally vote together as a single class on all matters on which the Common Stock is entitled to vote. Accordingly, as of the close of business on October 7, 2016, the 20,105,279 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons represented approximately 14.67% of the shares of the voting power of the Issuer’s shares of Common Stock and special voting stock outstanding.

The following table sets forth the aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person named in Item 2 of this Amendment No. 2. The aggregate number and percentage of the Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3 of the Exchange Act.
 
25
Reporting Persons
  
Number of
Shares
Beneficially
Owned
    
Percentage
of Common
Stock
Outstanding
  
Advent International Corporation (1) (2) (3)
    
20,105,279
      
15.80
%
Advent International GPE VII, LLC (1) (2) (3)
    
20,105,279
      
15.80
%
Advent Puma Acquisition Limited (4)
    
19,510,003
      
15.33
%
GPE VII GP (Delaware) Limited Partnership (1) (2)
    
12,699,942
      
9.98
%
GPE VII GP Limited Partnership (1) (3)
    
6,810,061
      
5.35
%
Advent Partners GPE VII - A Limited Partnership (1)
    
21,412
      
0.02
%

Reporting Persons
  
Number of
Shares
Beneficially
Owned
    
Percentage
of Common
Stock
Outstanding
  
Advent Partners GPE VII - A Cayman Limited Partnership (1)
    
51,550
      
0.04
%
Advent Partners GPE VII - B Cayman Limited Partnership (1)
    
212,613
      
0.17
%
Advent Partners GPE VII 2014 Limited Partnership (1)
    
12,304
      
0.01
%
Advent Partners GPE VII 2014 Cayman Limited Partnership (1)
    
34,983
      
0.03
%
Advent Partners GPE VII - A 2014 Limited Partnership (1)
    
33,877
      
0.02
%
Advent Partners GPE VII - A 2014 Cayman Limited Partnership (1)
    
24,669
      
0.02
%
Advent Partners GPE VII Limited Partnership (1)
    
8,947
      
0.01
%
Advent Partners GPE VII Cayman Limited Partnership (1)
    
194,921
      
0.15
%
Advent International GPE VII-A Limited Partnership (3)
    
2,345,401
      
1.84
%
Advent International GPE VII-E Limited Partnership (3)
    
4,145,147
      
3.26
%
Advent International GPE VII-H Limited Partnership (3)
    
319,513
      
0.25
%
Advent International GPE VII Limited Partnership (2)
    
2,534,069
      
1.99
%
Advent International GPE VII-B Limited Partnership (2)
    
5,752,805
      
4.52
%
Advent International GPE VII-C Limited Partnership (2)
    
1,828,736
      
1.44
%
Advent International GPE VII-D Limited Partnership (2)
    
1,516,702
      
1.19
%
Advent International GPE VII-F Limited Partnership (2)
    
533,815
      
0.42
%
Advent International GPE VII-G Limited Partnership (2)
    
533,815
      
0.42
%
Total Group
    
20,105,279
      
15.80
%

(1)
AIC is the Manager of Advent International GPE VII, LLC (“AIGPE VII LLC”) which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by: Advent Partners GPE VII Limited Partnership; Advent Partners GPE VII Cayman Limited Partnership; Advent Partners GPE VII - A Limited Partnership; Advent Partners GPE VII - A Cayman Limited Partnership; Advent Partners GPE VII - B Cayman Limited Partnership; Advent Partners GPE VII 2014 Limited Partnership; Advent Partners GPE VII 2014 Cayman Limited Partnership; Advent Partners GPE VII - A 2014 Limited Partnership; Advent Partners GPE VII - A 2014 Cayman Limited Partnership. The beneficial ownership of AIC and AIGPE VII LLC derive from such power.
 
26
(2)
AIC is the Manager of AIGPE VII LLC which in turn is the General Partner of GPE VII GP (Delaware) Limited Partnership (“GPEVII GP (Del)”) which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership. The beneficial ownership of AIC, AIGPE VII LLC and GPEVII GP (Del) derive from such power.

(3)
AIC is the Manager of AIGPE VII LLC which in turn is the General Partner of GPE VII GP Limited Partnership (“GPEVII GP”) which in turn is the General Partner of the indicated Reporting Persons. As such, AIC has the sole power to vote and dispose of the securities beneficially owned by Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and Advent International GPE VII-H Limited Partnership. The beneficial ownership of AIC, AIGPE VII LLC and GPEVII GP derive from such power.

(4)
The owners of APAL are the Advent Funds other than the Specified Advent Funds.

On account of certain voting agreements in the Support Agreement, the Reporting Persons may be deemed (i) to constitute a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), with Mr. Wilson and (ii) to beneficially own shares of Common Stock that may be beneficially owned by Mr. Wilson. It is the understanding of the Reporting Persons that Mr. Wilson makes filings on Schedule 13G under the Exchange Act with respect to the Common Stock. To the Reporting Persons’ knowledge, Mr. Wilson beneficially owned 20,109,131 shares of Common Stock as of December 31, 2015 (as reported in Mr. Wilson’s amended Schedule 13G filing, filed with the SEC on February 9, 2016), the Reporting Persons and Mr. Wilson, in the aggregate, then beneficially own 40,214,410 shares of Common Stock, representing approximately 29.35% of the Common Stock outstanding. Except for the foregoing sentence, all beneficial ownership and percentage ownership figures in this Amendment No. 2 do not include any shares owned by Mr. Wilson. Neither the filing of this Amendment No. 2 nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of shares of Common Stock owned by Mr. Wilson for purposes of Section 13(d) of the Exchange Act, or for any other purpose. Except for the Purchased Shares, the Reporting Persons have no economic interest in any shares of Common Stock beneficially owned by Mr. Wilson.

To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Person listed on Schedule A to this Amendment No. 2 beneficially owned shares of Common Stock as of the close of business on October 7, 2016, except that Mr. Mussafer beneficially owned 51,844 shares of Common Stock, and Mr. Collins beneficially owned 15,530 shares of Common Stock.

(c) No Reporting Person has effected any transactions in the Common Stock during the past 60 days. To the Reporting Persons’ knowledge, none of the directors or executive officers of the Reporting Person listed on Schedule A to this Amendment No. 2 effected any transactions in the Common Stock during the past 60 days.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On October 17, 2014, APAL entered into a Margin Loan Agreement with JPMorgan Chase Bank, N.A., London Branch, (“JP Morgan”) and related security documents (collectively, the “Loan Documents”), pursuant to which APAL is entitled to borrow up to $242,600,000 (the “Borrowed Amount”). Under the terms of the Loan Documents, APAL agreed to pledge and grant a security interest in certain collateral, which includes 19,510,003 shares of Common Stock (the “Pledged Shares”), in favor of JP Morgan as security for the Borrowed Amount. On October 7, 2016, the Margin Loan Agreement was amended to increase the Borrowed Amount to $392,600,000 (with no change in the number of Pledged Shares), to extend the maturity date, and to modify other commercial terms. As amended, the loans mature on or about October 7, 2020, but upon the occurrence of certain events that are customary with this type of loan, JP Morgan may exercise its right to require APAL to pre-pay the Borrowed Amount, post additional collateral or foreclose on, and dispose of, the Pledged Shares in accordance with the Loan Documents.
 
27
SIGNATURE

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

Dated:
October 11, 2016
 
 
Advent International GPE VII-A Limited Partnership
 
Advent International GPE VII-E Limited Partnership
 
Advent International GPE VII-H Limited Partnership
By:
GPE VII GP Limited Partnership, General Partner
By:
Advent International GPE VII, LLC, General Partner
By:
Advent International Corporation, Manager
By:
Richard Terranova, Director of Portfolio Administration*
   
 
Advent International GPE VII Limited Partnership
 
Advent International GPE VII-B Limited Partnership
 
Advent International GPE VII-C Limited Partnership
 
Advent International GPE VII-D Limited Partnership
 
Advent International GPE VII-F Limited Partnership
 
Advent International GPE VII-G Limited Partnership
By:
GPE VII GP (Delaware) Limited Partnership, General Partner
By:
Advent International GPE VII, LLC, General Partner
By:
Advent International Corporation, Manager
By:
Richard Terranova, Director of Portfolio Administration*
   
 
Advent Partners GPE VII Limited Partnership
 
Advent Partners GPE VII Cayman Limited Partnership
 
Advent Partners GPE VII - A Limited Partnership
 
Advent Partners GPE VII - A Cayman Limited Partnership
 
Advent Partners GPE VII - B Cayman Limited Partnership
 
Advent Partners GPE VII 2014 Limited Partnership
 
Advent Partners GPE VII 2014 Cayman Limited Partnership
 
Advent Partners GPE VII - A 2014 Limited Partnership
 
Advent Partners GPE VII - A 2014 Cayman Limited Partnership
By:
Advent International GPE VII, LLC, General Partner
By:
Advent International Corporation, Manager
By:
Richard Terranova, Director of Portfolio Administration*
   
 
GPE VII GP Limited Partnership
 
GPE VII GP (Delaware) Limited Partnership
By:
Advent International GPE VII, LLC, General Partner
By:
Advent International Corporation, Manager
By:
Richard Terranova, Director of Portfolio Administration*
 
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Advent International GPE VII, LLC
By:
Advent International Corporation, Manager
By:
Richard Terranova, Director of Portfolio Administration*
   
 
Advent International Corporation
By:
Richard Terranova, Director of Portfolio Administration*
   
 
*For all of the above:
   
By:
/s/ Richard Terranova
Richard Terranova, Director of Portfolio Administration
   
 
Advent Puma Acquisition Limited
   
By:
/s/ Michael Ristaino
 
Michael Ristaino, Director
 
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SCHEDULE A

I.
Advent International Corporation

The name and present principal occupation of each executive officer and director of Advent International Corporation is set forth below. The business address of each executive officer and director of Advent International Corporation is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. All of the persons other than Ralf Huep, James G. A. Brocklebank, and Patrice Etlin listed below are United States citizens. Mr. Huep is a citizen of Germany. Mr. Brocklebank is a citizen of the United Kingdom. Mr. Etlin is a citizen of Brazil.

 
Name
Position with Advent
International Corporation
Principal Occupation
(if different)
Peter A. Brooke
Director; Chairman
  
Thomas H. Lauer
Director
  
Richard F. Kane
Senior Vice President of Operations and Business Development & Managing Director; Assistant Secretary
  
Eileen Sivolella
Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary
  
James R. Westra
Senior Vice President & Managing Partner; Chief Legal Officer; General Counsel
  
Andrew D. Dodge
Vice President; Deputy General Counsel; Secretary
  
Heather R. Zuzenak
Chief Compliance Officer
  
Jarlyth H. Gibson
Risk Officer; Assistant Treasurer
  
Ralf Huep
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
  
David M. Mussafer
Director; Senior Vice President & Managing Partner; Executive Officers’ Committee Member
  
David M. McKenna
Senior Vice President & Managing Partner; Executive Officers’ Committee Member; Director
  
Steven M. Tadler
Senior Vice President & Managing Partner; Executive Officers’ Committee Member; Director
  
John F. Brooke
Director
General Partner of Brooke Private Equity (1)
Mark Hoffman
Director
Chairman of Cambridge Research Group (2)
James G. A. Brocklebank
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
  
Patrice Etlin
Senior Vice President & Managing Partner; Executive Officers’ Committee Member
  

(1)
The business address of Brooke Private Equity is 84 State St., Boston, MA 02109.

(2)
The business address of Cambridge Research Group is 32 Taft Avenue, Newton, MA 02465.

II.
Advent Puma Acquisition Limited
 
Michael Ristaino is the sole director of Advent Puma Acquisition Limited. Mr. Ristaino’s business address is c/o Advent International Corporation, 75 State Street, Boston, Massachusetts 02109. Mr. Ristaino is a United States citizen.
 
 
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