UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

American Eagle Outfitters, Inc.
 	
(Name of Issuer)	
 
Common stock, $0.01 par value per share	
 	
(Title of Class of Securities)	
 
02553E106	
 	
(CUSIP Number)	

July 8, 2020	
(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 in 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).

 	

CUSIP No. 02553E106
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Melvin Capital Management LP	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, USA	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0	
	6	SHARED VOTING POWER
 
12,000,000*	
	7	SOLE DISPOSITIVE POWER
 
0	
	8	SHARED DISPOSITIVE POWER
 
12,000,000*	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,000,000*	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%	
12	TYPE OF REPORTING PERSON
 
IA	
 
*See Item 4 for additional information.

 	

CUSIP No. 02553E106
 	 	 	 	 	
1	NAME OF REPORTING PERSONS
 
Melvin Capital Master Fund Ltd	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o	 	
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands	
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH	5	SOLE VOTING POWER
 
0	
	6	SHARED VOTING POWER
 
8,906,682*	
	7	SOLE DISPOSITIVE POWER
 
0	
	8	SHARED DISPOSITIVE POWER
 
8,906,682*	
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,906,682*	
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 	o	
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.4%	
12	TYPE OF REPORTING PERSON
 
CO	
 
*See Item 4 for additional information.

 	

Item 1.	 	(a)  Name of Issuer	
 	 	American Eagle Outfitters, Inc. (the “Issuer”)	
Item 1.	 	(b)  Address of Issuer’s Principal Executive Offices	
 	 	77 Hot Metal Street, Pittsburgh, PA 15203	
Item 2.	 	(a, b, c)  Names of Person Filing, Address of Principal Business Office, Citizenship:	
 	 	This report on Schedule 13G is being filed by Melvin Capital Management LP, a Delaware limited partnership (the “Firm”) and Melvin Capital Master Fund Ltd, a Cayman Islands exempted company (“Melvin Master”). The address for the Firm and Melvin Master is: 535 Madison Avenue, 22nd Floor, New York, NY 10022.	
Item 2.	 	(d)  Title of Class of Securities	
 	 	Common stock, $0.01 par value per share (the “Common Stock”)	
Item 2.	 	(e)  CUSIP No.:	
 	 	02553E106	
Item 3.	 	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:	
 	 	N/A	

 	

Item 4.	 	Ownership	
 	 	Information with respect to the Firm’s ownership of securities of the issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm.
As reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:
(a) Amount Beneficially Owned: 12,000,000*
(b) Percent of Class: 7.3%*
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 12,000,000*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 12,000,000*
 
As reported in the cover pages to this report, the ownership information with respect to Melvin Master is as follows:
(a) Amount Beneficially Owned: 8,906,682*
(b) Percent of Class: 5.4%*
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 8,906,682*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 8,906,682*
*The Firm is the investment manager to Melvin Master, Melvin Capital Onshore LP, a Delaware limited partnership (“Melvin Onshore”) and one or more managed accounts (the “Managed Accounts” and together with Melvin Master and Melvin Onshore, the “Melvin Funds and Accounts”). As of July 8, 2020, the Firm may be deemed to beneficially own an aggregate of 12,000,000 shares of Common Stock of the Issuer consisting of (i) 8,164,482 shares of Common Stock and call options to purchase up to 742,200 shares of Common Stock held by Melvin Master, (ii) 948,937 shares of Common Stock and call options to purchase up to 86,300 shares of Common Stock held by Melvin Onshore, and (iii) 1,886,581 shares of Common Stock and call options to purchase up to 171,500 shares of Common Stock held by the Managed Accounts. The Firm, as the investment manager to the Melvin Funds and Accounts, may be deemed to beneficially own these securities. Gabriel Plotkin is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities. Ownership percentages are based on 165,500,429 shares of Common Stock reported as issued and outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 4, 2020. 	

 	

 	

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 [   ].	
Item 6.	 	Ownership of More Than Five Percent on Behalf of Another Person	
 	 	Not Applicable.	
Item 7.	 	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person	
 	 	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 I certify that, to the best of my 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.	

 

 	

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: July 17, 2020

Melvin Capital Management LP
 
By:    /s/ Evan Cohen                                          
Evan Cohen, Chief Compliance Officer

Melvin Capital Master Fund Ltd
 
By:    /s/ Evan Cohen                                          
Evan Cohen, Chief Compliance Officer

 	

 	

JOINT FILING STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
Dated: July 17, 2020

 

 Melvin Capital Management LP
 
By: /s/ Evan Cohen 
Evan Cohen, Chief Compliance Officer

Melvin Capital Master Fund Ltd
 
By: /s/ Evan Cohen 
Evan Cohen, Chief Compliance Officer