SecProbe.io

April 20, 2020

Elizabeth Gonzalez -Sussman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
 New York , New York 10019

Re: Big Lots , Inc.
Preliminary Proxy  Statement on Schedule 14A filed by Macellum
Opportunity Fund L P, Jonathan Duskin , Ancora Merlin Institutional L P,
Frederick Disanto  et al.
Filed April 13, 2020
File No. 1-08897

Soliciting Material filed pursuant to Exchange Act Rule 14a -12 filed by
Macellum Opportunity Fund L P, Jonathan Duskin , Ancora Merlin
Institutional L P, Frederick Disanto  et al.
Filed April 9, 2020
File No. 1 -08897

Dear M s. Gonzalez -Sussman :

We have reviewed the filing  above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing  or by providing the requested
information.  If you do not bel ieve our comments apply to the participa nts’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing s and the information you provide in
response to this comment, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary proxy  statement  unless otherwise indicated.

Preliminary Proxy  Statement

1. Please update the first paragraph of the letter to shareholders to reflect the beneficial
ownership  disclosed in the amended Schedule 13D filed by the Investor Group on April
16, 2020.

2. Disclosure in certain sections of the proxy statement and proxy card along with
disclosure in the soliciting material filed pursuant to Exchange Act Rule 14a -12 on April

Elizabeth Gonzalez -Sussman, Esq.
Olshan Frome Wolosky LLP
April 20, 2020
Page 2

 9, 2020 indicates that the Investor Group is soliciting proxies to elect a full slate of nine
nominees.  D isclosure in other sections of the proxy statement appears to be drafted with
the intent of relying on Rule 14a -4(d)(4)  to round out its slate of fou r nominees .  Please
advise  and reconcile as appropriate .

Background of the Solicitation, page 4

3. Please advise us of the aggregate beneficial ownership of the Macellum Group and
Ancora Group on January 31, 2020 following their formal agreement to work together as
a group.

4. Refer to the paragraph on page 7 regarding the CiC & Universal Proxy Letter.
Depending on your response to comment 2 above, please advise us, with a view towards
disclosure, whether the change in control provisions referenced in that  paragraph are st ill
at risk o f being triggered if all of the Investor Group’ s nominees are elected.  If so, please
provide disclosure describing these provisions and any related material effects.

The Board has Overseen Tremendous Value Destruction, page 10

5. Revise this section to explain the meaning of the column headings “Absolute” and
“Relative”  in the table on page 11.

6. Disclosure on pages 11 and 18 include s tables without a narrative (1) explaining the
meaning of the underlying data, (2) defining the referenced labels, e.g. EV/EBITDA or
(3) indicating the relevance to the existing discussion and the Investor Group’s arguments
for why shareholders should vote in favor of its nominees.   Please revise to provide this
information.

7. Disclosure on page 10 an d 11 references a “peer group” without specifying the
companies constituting such group or confirming that the phrase is intended to refer to
the same constituents in every location where such phrase is used.  Please revise
accordingly  in all locations whe re the term “peer group” or “peer” is used .  For example,
disclosure below the table on page 11 indicates that “Peer Group includes proxy peer
group and relevant competitors.”   If the term “peer group” in all locations in the proxy
statement is not defined  to include the same exact constituents, pleas e add disclosure
explaining why.

8. Several charts on pages 11 , 13, 14 and elsewhere include as a source “Macellum
Estimates.” Disclose what these estimates are and the extent to which such data
contributed to th e creation of the chart o r table.  Please also provide relevant info to
enable an investor to properly assess the merits of such estimates.  For example , consider
including  an appendix to the proxy statement that discloses the underlying data that
comprise s the Macellum Estimates , the source of such data  and an explanation of how the
estimates were calculated from the data .

Elizabeth Gonzalez -Sussman, Esq.
Olshan Frome Wolosky LLP
April 20, 2020
Page 3

9. Identify the “relevant competitors” included in the “Source” below the chart on page 11.

10. Disclose the constituents that resulted in t he creation of “Peer Average” below the chart
on page 15.

Move Away from Closeout.., page 16

11. Please revise to provide support for the statement “ we believe close -out purchases have
fallen from 40 -50% of the assortment to less than 10% today .” Supplement the narrative
to the table on page 17 to explain the column heading “14 -19.”

The Board’s Recently Announced Sale Leaseback…, page 18

12. Please provide support for the first two sentences of this section (“We are the aware that
the Board rejected …Had the Board sold these non -core assets...”).

Incorporation by Reference, page 3 9

13. Please advise us when the Investor Group anticipate distributing the proxy  statement.
Given that reliance on Exchange Act Rule 14a -5(c) is impermissible at any time befo re
the registrant distributes its proxy statement, the Investor Group will accept all legal risk
in connection with distributing the initial definitive proxy statement without all required
disclosures and should undertake to subsequently provide any omitte d information in a
supplement in order to mitigate that risk.

Soliciting Material filed pursuant to Exchange Act Rule 14a -12 on April 9, 2020

14. Disclosure in this press release includes t he statement that the Investor Group “believes
that there remains rou ghly $427 million (approx. $11 per share) more in real estate value
that can also be monetized…”   Valuation claims included in proxy materials “ [are]  only
appropriate and consonant with Rule 14a -9 under the Securities Exchange Act of 1934
when made in good  faith and on a reasonable basis and where accompanied by disclosure
which facilitates shareholders’ understanding of the basis for and the limitations on the
projected realizable values.”  Refer to the text accompanying footnote 2 in Exchange Act
Release No. 16833 (May 23, 1980).  Please revise the supplement  to provide the
appropriate disclosure and provide us with the basis for such estimate including any
assumptions, qualifications or limitations .

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Elizabeth Gonzalez -Sussman, Esq.
Olshan Frome Wolosky LLP
April 20, 2020
Page 4

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions