Form Type: 4

SEC EDGAR Link
Accession Number:0000902664-15-001447
Date:2015-02-25
Issuer: MENS WEARHOUSE INC (MW)
Original Submission Date:

Reporting Person:

EMINENCE CAPITAL, LP
65 EAST 55TH STREET
25TH FLOOR NEW YORK, NY 10022

Reporting Person:

SANDLER RICKY C
65 EAST 55TH STREET
25TH FLOOR NEW YORK, NY 10022

Reporting Person:

EMINENCE GP, LLC
C/O EMINENCE CAPITAL, LP
65 EAST 55TH STREET, 25TH FLOOR NEW YORK, NY 10022

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $0.01 PAR VALUE PER SHARE 2015-02-25 S 1,200,000 d $49.80 4,519,479 indirect f1,f2,f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the shares of common stock reported on this line may be deemed to be indirectly beneficially owned by eminence capital, lp ("eminence capital"), which shares are directly held by eminence partners, l.p. ("eminence i"), eminence partners ii, l.p. ("eminence ii"), eminence partners leveraged, l.p. ("eminence leveraged"), eminence eaglewood master, l.p. ("eminence eaglewood"), eminence partners long, l.p. (together with eminence i, eminence ii, eminence leveraged and eminence eaglewood, the "partnerships"), eminence fund master, ltd. ("eminence offshore master fund"), eminence fund leveraged master, ltd. ("eminence offshore leveraged master fund" and, together with eminence offshore master fund, the "master funds"), eminence fund long, ltd. ("eminence offshore long" and, together with the partnerships and the master funds, the "eminence funds"), a separately managed account (the "sma") and the family accounts and other related accounts over which
f2 (continuation of footnote 1) ricky c. sandler ("mr. sandler") has investment discretion (the "family accounts"). eminence capital may be deemed to be the indirect beneficial owner of such shares by virtue of its position as the investment manager to the eminence funds and the investment adviser to the sma. in addition, eminence gp, llc ("eminence gp") may be deemed to be the indirect beneficial owner of such securities held by the partnerships and the master funds by virtue of its position as the general partner or manager of the partnerships and the master funds. mr. sandler may be deemed to be the indirect beneficial owner of such shares held by the eminence funds, the sma and the family accounts by virtue of his direct and indirect control of eminence capital, eminence gp and the family accounts.
f3 for purposes of rule 16a-1(a)(2) of the 1934 act, each of the reporting persons disclaims beneficial ownership of the shares reported herein to the extent such beneficial ownership exceeds its pecuniary interest therein.
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