SEC Form 4 · accession 0001104659-15-023501
AEROPOSTALE INC · AROPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 26, 2015
Accepted (ET)
Mar 27, 2015 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001168213
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 26, 2015 | A | 33,123 | $0.00 | A | 63,915 | D | |
| Common Stock | holding | — | — | — | 6,250,000 | I | Shares held by entities controlled by the Reporting Persons. | |
| Common StockF3 | holding | — | — | — | 3,932,018 | I | Shares held by entities controlled by the Reporting Persons. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These are restricted shares of the Issuer's common stock, and are granted to Board members annually as part of the Issuer's Board member compensation. These restricted shares vest on March 26, 2016.
- F2Stefan 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., which is controlled by Sycamore Partners MM, L.L.C.
- F3Represents 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), all held by entities controlled by the Reporting Persons.