SEC Form 4 · accession 0001104659-16-095558
AEROPOSTALE INC · AROPQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 3, 2016
Accepted (ET)
Feb 10, 2016 · 5:39 pm EST
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 | Feb 4, 2016 | S | 30,792 | $0.2332 | D | 0 | D | |
| Common Stock | Feb 3, 2016 | S | 140,000 | $0.2422 | D | 6,110,000 | I | Shares held by entities controlled by the Reporting Persons |
| Common Stock | Feb 4, 2016 | S | 221,000 | $0.2366 | D | 5,889,000 | I | Shares held by entities controlled by the Reporting Persons |
| Common Stock | Feb 5, 2016 | S | 339,000 | $0.2064 | D | 5,550,000 | I | Shares held by entities controlled by the Reporting Persons |
| Common Stock | Feb 8, 2016 | S | 5,550,000 | $0.1667 | D | 0 | I | Shares held by entities controlled by the Reporting Persons |
| Common StockF3,F4 | 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 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.
- F2Mr. 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.
- 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).
- F4These 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.