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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 | ||||||||
Stock Options | $ 3.41 | 05/23/2014(1) | A | 10,000 | (4) | 05/23/2022 | Common Stock | 10,000 | $ 3.41 | 10,000 (3) | D |
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 |
X | X |
/s/ Stefan L. Kaluzny | 05/28/2014 | |
**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) | Stefan L. Kaluzny was appointed to the Board of Directors of the Issuer as of May 23, 2014. |
(2) | These are restricted shares of the Issuer's common stock which are granted to Board members upon their appointment to the Board of Directors as part of our Board's compensation program. These restricted shares vest on May 23, 2015. |
(3) | Stefan L. 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) has the right to designate up to two directors to the Issuer's Board of Directors. Accordingly, Mr. Kaluzny has assigned all rights to compensation he receives 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. |
(4) | These options vest at 25% per year over four years, from a grant date of May 23, 2014. |