SEC Form 4 · accession 0001209191-17-059072
Perfumania Holdings, Inc. · PERF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF2 | Oct 11, 2017 | D | 8,362,032 | $0.00 | D | 0 | I | By LLC |
| Common Stock, $0.01 par valueF3,F4 | Oct 11, 2017 | A | 1,000 | — | A | 1,000 | I | By LLC |
| Common Stock, $0.01 par valueF5,F6 | Oct 11, 2017 | D | 830,236 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par value | Oct 11, 2017 | D | 17,257 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par valueF7 | Oct 11, 2017 | D | 101,333 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par valueF8 | Oct 11, 2017 | D | 227,847 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par valueF9 | Oct 11, 2017 | D | 121,615 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par valueF10 | Oct 11, 2017 | D | 121,615 | $0.00 | D | 0 | D | |
| Common Stock, $0.01 par valueF11 | Oct 11, 2017 | D | 121,615 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to purchase) | $23.94 | Oct 11, 2017 | D | 72,738 | D | Aug 11, 2008 | Aug 11, 2018 | Common Stock, $0.01 par value | 72,738 | 0 | D |
| Warrants (right to purchase)F7 | $8.00 | Oct 11, 2017 | D | 170,666 | D | Apr 18, 2012 | Dec 18, 2017 | Common Stock, $0.01 par value | 170,666 | 0 | D |
| Warrants (right to purchase)F7 | $23.94 | Oct 11, 2017 | D | 26,997 | D | Aug 11, 2008 | Aug 11, 2018 | Common Stock, $0.01 par value | 26,997 | 0 | D |
| Warrants (right to purchase)F7 | $8.00 | Oct 11, 2017 | D | 191,999 | D | Apr 18, 2012 | Apr 18, 2020 | Common Stock, $0.01 par value | 191,999 | 0 | D |
| Warrants (right to purchase)F8 | $8.00 | Oct 11, 2017 | D | 170,666 | D | Apr 18, 2012 | Dec 18, 2017 | Common Stock, $0.01 par value | 170,666 | 0 | D |
| Warrants (right to purchase)F8 | $23.94 | Oct 11, 2017 | D | 26,997 | D | Aug 11, 2008 | Aug 11, 2018 | Common Stock, $0.01 par value | 26,997 | 0 | D |
| Warrants (right to purchase)F8 | $8.00 | Oct 11, 2017 | D | 192,000 | D | Apr 18, 2012 | Apr 18, 2020 | Common Stock, $0.01 par value | 192,000 | 0 | D |
| Warrants (right to purchase)F9 | $8.00 | Oct 11, 2017 | D | 170,666 | D | Apr 18, 2012 | Dec 18, 2017 | Common Stock, $0.01 par value | 170,666 | 0 | D |
| Warrants (right to purchase)F9 | $23.94 | Oct 11, 2017 | D | 26,997 | D | Aug 11, 2008 | Aug 11, 2018 | Common Stock, $0.01 par value | 26,997 | 0 | D |
| Warrants (right to purchase)F9 | $8.00 | Oct 11, 2017 | D | 192,000 | D | Apr 18, 2012 | Apr 18, 2020 | Common Stock, $0.01 par value | 192,000 | 0 | D |
Explanation of responses
- F1In order to facilitate the reorganization of the issuer under Chapter 11 of the Bankruptcy Code, these securities (which had no value) were cancelled for no consideration upon effectiveness of the issuer's Plan of Reorganization.
- F10These securities were owned directly by the JMGH Trust. As the investment adviser of JMGH trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Trustee of JMGH Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Successor Trust Protector of JMGH Trust, Pirez may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust.
- F11These securities were owned directly by the VG Trust. As the investment adviser of VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by VG Trust. As the Trustee of VG Trust, Premier may have been deemed the beneficial of the shares previously owned directly by VG Trust. As the Successor Trust Protector of VG Trust, Pirez may have been deemed to be the beneficial owner of the share previously owned directly by VG Trust.
- F2Represents all the issuer shares held by the limited liability company before cancellation.
- F3Pursuant to the Chapter 11 bankruptcy proceeding, upon effectiveness of the issuer's Plan of Reorganization, a total of $14,263,460, which the Reporting Persons and other non-affiliates of the Reporting Persons were required to contribute to the limited liability company, was provided to the issuer in consideration of the issuance of these shares.
- F4Represents all the issuer shares held by the limited liability company.
- F5These shares were owned directly by JM-CO Capital Fund, LLC ("JM-CO") and indirectly by Jacqueline Marie Garcia Haley ("Haley"), as Manager. As members of JM-CO, the Carolina Marie Garcia Pirez 2012 Dynasty Trust ("CMGP Trust"), the Jacqueline Marie Garcia Haley 2012 Dynasty Trust ("JMGH Trust") and the Victor Garcia 2012 Dynasty Trust ("VG Trust") may have been deemed to be the beneficial owners of the shares previously held by JM-CO. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by JM-CO. Premier Trust, Inc. ("Premier") is the Trustee of each of the reported trusts, Haley is the Successor Trust Protector of the CMGP Trust and Carolina Marie Garcia Pirez ("Pirez") is the Successor Trust Protector of the JMGH and VC Trusts. (continued in footnote 6)
- F6As a result, each of Premier, as trustee of the reported trusts and Haley and Pirez, as Successor Trust Protectors, may have been deemed to indirectly beneficially own the shares previously held directly by JM-CO.
- F7These shares were owned directly by Aqua Capital Fund, LLC ("Aqua Capital") and indirectly by Jacavi Investments, LLC, as Manager ("Jacavi"), and Haley, as Manager of Jacavi. As the members of Jacavi and Aqua Capital, the CMGP Trust, the JMGH Trust and the VG Trust may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by Aqua Capital. Premier, as trustee of such trusts, and Haley and Pirez, as Successor Trust Protectors of such trusts, may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital.
- F8These shares were owned directly by RGarcia Investment Holdings, LLC ("RGarcia Holdings") and indirectly by Rene Garcia, as Manager. As the members of RGarcia Holdings, each of the Garcia 2012 Family Dynasty Trust #2 and the Garcia 2012 Family Dynasty Trust #3 (collectively, the "Garcia Trusts") may have been deemed to be the beneficial owners of the shares previously owned directly by RGarcia Holdings. As co-trustees of such trusts, each of Pirez, Haley and Victor Garcia ("VGarcia") may have been deemed to be the beneficial owners of the shares previously held directly by RGarcia Holdings.
- F9These securities were owned directly by the CMGP Trust. As the investment adviser of CMGP Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Trustee of CMGP Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Successor Trust Protector of CMGP Trust, Haley may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust.
Remarks
The individuals and entities listed in notes above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. This is the first of two Form 4 filings made on the same date as the number of Reporting Persons exceeds the Form 4 limit. Additional Reporting Persons are listed on the second Form 4.