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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kaluzny Stefan L C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019 |
Former Director and 10% Owner | |||
Sycamore Partners MM, L.L.C. C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019 |
Former 10% Owner | |||
Sycamore Partners GP, L.L.C. C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019 |
Former 10% Owner | |||
Lemur LLC C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019 |
Former 10% Owner | |||
Aero Investors LLC C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019 |
Former 10% Owner |
/s/ Stefan L. Kaluzny | 02/10/2016 | |
**Signature of Reporting Person | Date | |
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C. | 02/10/2016 | |
**Signature of Reporting Person | Date | |
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the Managing Member of Sycamore Partners GP, L.L.C. | 02/10/2016 | |
**Signature of Reporting Person | Date | |
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the Managing Member of Sycamore Partners GP, L.L.C., the General Partner of SP Investment Holdings L.P., the Managing Member of Lemur LLC | 02/10/2016 | |
**Signature of Reporting Person | Date | |
/s/ Stefan L. Kaluzny, President and Chief Executive Officer of Aero Investors LLC | 02/10/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These were restricted shares of the Issuer's common stock which were granted to Stefan L. Kaluzny upon his appointment to the Board of Directors on May 23, 2014 as part of the Issuer's Board member compensation program. The restricted shares vested on May 23, 2015. Mr. Kaluzny served on the Board of Directors until his term expired at the Company's 2015 annual meeting of stockholders. |
(2) | Mr. Kaluzny was appointed to the Board of Directors by virtue of the terms of that certain Investor Rights Agreement between the Issuer and Aero Investors LLC and the terms of the Certificate of Designation of Preferences of Convertible Series B Preferred Stock of the Issuer. Pursuant to such agreements, Aero Investors LLC or (or Sycamore Partners Management L.L.C. and any of its affiliates who is a transferee thereof) had the right to designate up to two directors to the Issuer's Board of Directors. Accordingly, Mr. Kaluzny had assigned all rights to compensation he received in connection with his position on the Issuer's Board of Directors, including equity compensation, to the management company he controls, Sycamore Partners Management, L.L.C., which is controlled by Sycamore Partners MM, L.L.C. |
(3) | Represents 3,932,018 shares of common stock of the Issuer that are issuable in the future upon the full conversion of 1,000 shares of the Series B Preferred Stock of the Issuer upon payment of the conversion price ($7.25 per share of preferred stock). |
(4) | These securities are beneficially owned by Aero Investors LLC, which is a member of a "group" with Lemur LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Mr. Kaluzny for purposes of Section 13(d) of the Exchange Act. Sycamore Partners GP, L.L.C. is the general partner or managing member, as applicable, of each of the members of Aero Investors LLC. Sycamore Partners MM, L.L.C. is the managing member of Sycamore Partners GP, L.L.C. Mr. Kaluzny is the managing member of Sycamore Partners MM, L.L.C. and Aero Investors LLC. As a result, each of Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Mr. Kaluzny may be deemed to be the beneficial owners of the shares of common stock deemed to be beneficially owned by Aero Investors LLC. |