SEC Form 3 · accession 0000899243-16-013393
AMERICAN APPAREL, INC · APP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS, L.P.
Director · 10% Owner
Coliseum Capital, LLC
Director · 10% Owner
Coliseum Capital Management, LLC
Director · 10% Owner
Christopher S Shackelton
Director · 10% Owner
Adam Gray
Director · 10% Owner
Coliseum Capital Partners II, L.P.
Director · 10% Owner
Period of report
Feb 5, 2016
Accepted (ET)
Feb 16, 2016 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001336545
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| UnitsF1,F2 | holding | — | — | — | 1,512,901 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Minority Equityholder Notes ClaimsF3 | $10.00 | holding | — | — | — | Feb 5, 2016 | Mar 7, 2016 | Units | 11,684 | — | I |
Explanation of responses
- F1These securities were issued in connection with Joint Plan of Reorganization (the "Plan") of American Apparel, Inc. et al. These securities are directly held as follows: (a) 924,715 Units by Coliseum Capital Partners, L.P., an investment limited partnership ("CCP"), of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) 212,710 Units by Coliseum Capital Partners II, L.P., an investment limited partnership ("CCP2"), of which CC is general partner and for which CCM serves as investment adviser, and (c) 375,476 Units by a separate account investment advisory client of CCM (the "Separate Account").
- F2Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
- F3Pursuant to the Plan and related agreements, holders of Minority Equityholder Notes Claims may convert those claims into Units at $10 per Unit until March 7, 2016. These securities are directly held by CCP, CCP2 and the Separate Account. Following the transactions reported herein, CCP, CCP2 and the Separate Account may convert their Minority Equityholder Notes Claims into 7,071, 1,803 and 2,810 Units, respectively.
Remarks
Gray is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, CCP2, and Shackelton. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney