FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Kaluzny Stefan L 2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2014 3. Issuer Name and Ticker or Trading Symbol AEROPOSTALE INC [ARO] (Last) (First) (Middle) C/O SYCAMORE PARTNERS, 9 WEST 57TH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10019 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 6,250,000 D (1)   Common Stock 3,932,018 D (2) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Series B Preferred Stock	05/23/2014	05/23/2024	Common Stock	3,932,018	$ 7.25	D (3)	Â

Reporting Owners

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	Â	Â
Sycamore Partners MM, L.L.C. C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019	Â	  X	Â	Â
Sycamore Partners GP, L.L.C. C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019	Â	  X	Â	Â
Lemur LLC C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019	Â	Â	Â	Part of 10% owner group
Aero Investors LLC C/O SYCAMORE PARTNERS 9 WEST 57TH STREET NEW YORK, NY 10019	Â	Â	Â	Part of 10% owner group

Signatures

/s/ Stefan L. Kaluzny		05/30/2014
**Signature of Reporting Person		Date
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C.		05/30/2014
**Signature of Reporting Person		Date
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the General Partner of Sycamore Partners GP, L.L.C.		05/30/2014
**Signature of Reporting Person		Date
/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the General Partner of Sycamore Partners GP, L.L.C., the Managing Member of SP Investment Holdings L.P., the Managing Member of Lemur LLC		05/30/2014
**Signature of Reporting Person		Date
/s/ Stefan L. Kaluzny, President and Chief Executive Officer of Aero Investors LLC		05/30/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 securities are owned by Lemur LLC, which is a member of a "group" with Aero Investors LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act.
(2)	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 Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act. These securities represent the shares of common stock issuable upon the full conversion of the 1,000 shares of Series B convertible preferred stock of the Issuer set forth in Table II and payment of the $7.25 per share conversion price thereof.
(3)	This represents 1,000 shares of Convertible Series B Preferred Stock that are beneficially owned by Aero Investors LLC, which is a member of a "group" with Aero Investors LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act.

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