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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 | ||||||||
| Option (right to buy) | $ 0.9 | 04/27/2011 | A | 777,778 | (1) | (1) | Common Stock | 777,778 | $ 0 | 777,778 | D | ||||
| Option (right to buy) | $ 0.9 | 04/27/2011 | A | 1,555,556 | (2)(3) | (2)(3) | Common Stock | 1,555,556 | $ 0 | 1,555,556 | D | ||||
| Option (right to buy) | $ 0.9 | 04/27/2011 | A | 12,659,994 | (4)(5)(6) | (4)(5)(6) | Common Stock | 12,659,994 | $ 0 | 12,659,994 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Charney Dov 747 WAREHOUSE STREET LOS ANGELES, CA 90021 |
X | X | Chief Executive Officer | |
| By: /s/ Dov Charney | 04/29/2011 | |
| **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) | Pursuant to a Purchase Agreement dated as of April 27, 2011 (the "Purchase Agreement") between the Issuer and the reporting person, subject to the receipt of stockholder approval for the issuance of the shares, the reporting person agreed to purchase from the Issuer 777,778 shares of common stock at a price of $0.90 per share. The reporting person holds sufficient shares of common stock of the Issuer to approve the issuance of the 777,778 shares of common stock without further affirmative votes from the other stockholders. |
| (2) | Pursuant to the Purchase Agreement, subject to the receipt of stockholder approval, the Issuer granted to the reporting person a right to purchase up to 1,555,556 additional shares of common stock (such right, the "Purchase Right") at a price of $0.90 per share. |
| (3) | The Purchase Right is exercisable for a 180-day period from April 27, 2011, subject to certain topping-up and anti-dilution adjustments for additional issuances for cash of common stock (or securities exercisable, exchangeable or convertible for common stock), prior to the one-year anniversary of April 27, 2011 (a "New Issuance"), including reduction of the price per share to the lowest-issued price for New Issuances made at a price below $0.90 per share, subject to some exceptions, as described in the Purchase Agreement. The reporting person holds sufficient shares of common stock of the Issuer to approve the grant of the Purchase Right without further affirmative votes from the other stockholders. |
| (4) | Pursuant to the Purchase Agreement, subject to the receipt of stockholder approval, the reporting person received a right to receive up to 12,659,994 shares of common stock ("Initial Anti-Dilution Shares") as anti-dilution protection with respect to the issuance of shares of common stock to certain other investors in the Issuer. |
| (5) | The Initial Anti-Dilution Shares are issuable in three equal installments, one per each measurement period set forth below, subject to meeting the applicable average volume weighted closing price for 60 consecutive trading days, calculated as set forth in the Purchase Agreement ("VWAP") as follows: (i) for the measurement period from April 16, 2012 to and including April 15, 2013, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $3.25 per share; (ii) for the measurement period from but not including April 16, 2013 to and including April 15, 2014, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $4.25 per share; and (iii) for the measurement period from but not including April 16, 2014 to and including April 15, 2015, if the VWAP of the common stock during a period of 60 consecutive trading days exceeds $5.25 per share. |
| (6) | The reporting person holds sufficient shares of common stock of the Issuer to approve the issuance of the Initial Anti-Dilution Shares. This does not include the reporting person's right to receive up to an additional 25,319,988 shares of common stock as anti-dilution protection with respect to the issuance to the other investors of a purchase right, which will only be exercisable if the other investors choose to exercise their purchase right. |