UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-102)
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ARHAUS, INC.
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(Name of Issuer)
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Class A Common Stock, $0.001 par value per share
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(Title of Class of Securities)
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04035M102
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(CUSIP Number)
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Chris Iorillo
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FS Capital Partners VI, LLC
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11100 Santa Monica Boulevard, Suite 1900
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Los Angeles, California 90025
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Tel No: (310) 444-1822
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
March 14, 2024
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Equity Partners VI, L.P. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
239,813 (See Items 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
239,813 (See Items 3, 4, 5 and 6) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
239,813 (See Items 3, 4, 5 and 6) |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
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13.
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Percent of Class Represented by Amount in Row (11)
0.45%* (See Item 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
PN |
CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Affiliates VI, L.P. |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐ | ||
(b)
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☒ | ||
3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
10,187 (See Item 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
10,187 (See Item 3, 4, 5 and 6) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,187 (See Item 3, 4, 5 and 6) |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☒
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13.
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Percent of Class Represented by Amount in Row (11)
0.02%* (See Item 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
PN |
CUSIP No. 04035M102
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1.
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Names of Reporting Persons
FS Capital Partners VI, LLC |
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐ | ||
(b)
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☒ | ||
3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
OO |
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
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6.
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Citizenship or Place of Organization
Delaware |
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Number of
Shares Beneficially Owned by Each Reporting Person With |
7.
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Sole Voting Power
0 |
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8.
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Shared Voting Power
250,000* (See Item 3, 4, 5 and 6) |
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9.
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Sole Dispositive Power
0 |
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10.
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Shared Dispositive Power
250,000* (See Item 3, 4, 5 and 6) |
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
250,000* (See Item 3, 4, 5 and 6) |
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount in Row (11)
0.47%** (See Item 3, 4, 5 and 6) |
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14.
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Type of Reporting Person (See Instructions)
OO |
Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(a) |
Aggregate number and percentage of securities.
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Name of Reporting Person
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Number of Shares of
Class A Common Stock
Beneficially Owned |
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FS Capital VI
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250,000
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FS Equity VI
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239,813
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FS Affiliates VI
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10,187
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(c) |
Transactions within the past 60 days. During the past 60 days, none of the Reporting Persons has effected any transaction in the Common Stock.
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(e) |
Date ceased to be a 5% owner. March 14, 2024
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FS EQUITY PARTNERS VI, L.P.
a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC
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a Delaware Limited Liability Company Its: General Partner
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/s/ Jon Ralph | |
Name: Jon Ralph
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Title: Managing Member
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FS AFFILIATES VI, L.P.
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a Delaware Limited Partnership
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By: FS Capital Partners VI, LLC
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a Delaware Limited Liability Company Its: General Partner
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/s/ Jon Ralph | |
Name: Jon Ralph
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Title: Managing Member
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FS CAPITAL PARTNERS VI, LLC
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a Delaware Limited Liability Company
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/s/ Jon Ralph | |
Name: Jon Ralph
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Title: Managing Member
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