UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Aéropostale, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

007865108

(CUSIP Number)

 

R. Cabell Morris Jr., Esq.

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601

312-558-5609

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 10, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on 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).

* 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 disclosures provided in a prior cover page. The information required on 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).

 


 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the “Initial Schedule 13D”) is to reflect a name change of one reporting person from Hummingbird LLC to Lemur LLC.  Except for conforming changes related to this name change, there have been no changes to the number of shares beneficially owned by each reporting person or any other information reported in the Initial Schedule 13D.

 

2


 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Lemur LLC (f/k/a Hummingbird LLC)

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 

(1) Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

3


 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
SP Investment Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 

(1) Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

4


 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
SP Investment Holdings Company

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

5


 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

6


 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners UBIT (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

7


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners ECI (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

8


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners GP, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

9


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners MM, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

10


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Stefan L. Kaluzny

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
IN

 

(1)   Calculated based on 78,486,913 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of August 30, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended August 3, 2013.

 

11

 


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

Item 1. Security and Issuer

 

This statement constitutes Amendment No. 1 to the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Aéropostale, Inc., a Delaware corporation (the “Issuer”) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the “Initial Schedule 13D”). The principal executive offices of the Issuer are located 112 W. 34th Street, New York, New York 10120.

 

The Reporting Persons (defined below) are filing this Amendment No. 1 solely to reflect a name change of one Reporting Person.  The Reporting Persons hereby amend Items 2, 3 and 5 of the Initial Schedule 13D as set forth below to reflect such change.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

 

Item 2. Identity and Background

 

Effective October 10, 2013, Hummingbird LLC changed its name to Lemur LLC.  Except for the following conforming changes related to this name change, there have been no changes to the number of shares beneficially owned by each Reporting Person or any other information reported in the Initial Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is hereby amended as follows:

 

All references to “Hummingbird” shall be replaced with “Lemur”.

 

Item 4. Purpose of Transaction

 

No change from the Initial Schedule 13D.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is hereby amended as follows:

 

All references to “Hummingbird” shall be replaced with “Lemur”.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No change from the Initial Schedule 13D.

 

Item 7. Material to be Filed as Exhibits

 

No change from the Initial Schedule 13D.

 

12


 

CUSIP No.  007865108

SCHEDULE 13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: October 11, 2013

 

 

LEMUR LLC

 

 

 

 

By:

SP Investment Holdings L.P.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

SP INVESTMENT HOLDINGS L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

SP INVESTMENT HOLDINGS COMPANY

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

its Sole Director

 

13


 

 

SYCAMORE PARTNERS (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS UBIT (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS ECI (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

14


 

 

SYCAMORE PARTNERS GP, L.L.C.

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS MM, L.L.C.

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

 

 

 

Stefan L. Kaluzny

 

 

 

 

 

Managing Member

 

 

 

 

 

 

 

 

/s/ Stefan L. Kaluzny

 

 

 

 

 

STEFAN L. KALUZNY

 

15