UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q/A


(Amendment No. 1)





(Mark One)


þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended May 5, 2013


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from              to


Commission file number 001-33608





lululemon athletica inc.


(Exact name of registrant as specified in its charter)





Delaware20-3842867(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)400-1818 Cornwall Avenue,Vancouver, British ColumbiaV6J 1C7(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code:


604-732-6124


Former name, former address and former fiscal year, if changed since last report:


N/A





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).    Yes þ No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filerþAccelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No þ


At June 5, 2013, there were 113,517,560 shares of the registrant’s common stock, par value $0.005 per share, outstanding.


Exchangeable and Special Voting Shares:


At June 5, 2013, there were outstanding 31,033,458 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are exchangeable for an equal number of shares of the registrant’s common stock.


In addition, at June 5, 2013, the registrant had outstanding 31,033,458 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 registrant. The special voting stock and the registrant’s common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.








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EXPLANATORY NOTE





The sole purpose of this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2013 of lululemon athletica inc. (the “Company”), as filed with the U.S. Securities and Exchange Commission on June 10, 2013 (the “Original Filing”), is to remove Exhibits 10.1, 10.2 and 10.3 (the “Removed Exhibits”) to the Original Filing.  The Company has determined that the Removed Exhibits were not material contracts required to be furnished as exhibits to the Original Filing.  Accordingly, this Amendment removes the Removed Exhibits from the Company’s disclosure in Item 6 and from the exhibit index to the Original Filing.





No other changes have been made to the Original Filing. This Amendment No. 1 does not reflect subsequent events occurring after the date of the Original Filing or, except as provided above, modify or update in any way disclosures made in the Original Filing.








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ITEM 6. EXHIBITS


Incorporated by ReferenceExhibitNo.Exhibit TitleFiledHerewithFormExhibitNo.File No.FilingDate31.1Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)X31.2Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)X101The following financial statements from the Company’s 10-Q for the fiscal quarter ended May 5, 2013, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements10-Q101001-336086/10/2013








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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





lululemon athletica inc.By:/S/ JOHNE. CURRIEJohn E. CurrieChief Financial Officer(Principal Financial Officer andPrincipal Accounting Officer)


Dated: January 7, 2014





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Exhibit Index





Incorporated by ReferenceExhibitNo.Exhibit TitleFiledHerewithFormExhibitNo.File No.FilingDate31.1Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)X31.2Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)X101The following financial statements from the Company’s 10-Q for the fiscal quarter ended May 5, 2013, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements10-Q101001-336086/10/2013