SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
T2 Partners Management, LP

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 46TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
dELiAs, Inc. [ DLIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/01/2013 S 3,940 D $1.5521 951,365 I By T2 Qualified Fund, LP(1)
Common Stock 08/01/2013 S 5,560 D $1.5521 989,844 I By Tilson Offshore Fund, Ltd.(2)
Common Stock 08/01/2013 S 281,395 D $1.5 2,518,761 I By T2 Accredited Fund, LP(3)
Common Stock 08/01/2013 S 106,421 D $1.5 844,944 I By T2 Qualified Fund, LP(1)
Common Stock 08/01/2013 S 112,184 D $1.5 877,660 I By Tilson Offshore Fund, Ltd.(2)
Common Stock 28,000 I By Whitney Tilson(4)
Common Stock 5,735 I By Glenn Tongue(5)
Common Stock 381,657 I By Deerhaven Fund, LP(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
T2 Partners Management, LP

(Last) (First) (Middle)
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 46TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tilson Whitney R

(Last) (First) (Middle)
701 N. 34TH STREET
SUITE 400

(Street)
SEATTLE WA 98103

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Tongue Glenn H

(Last) (First) (Middle)
600 MONTGOMERY STREET
SUITE 1100

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These shares are owned directly by T2 Qualified Fund, LP ("Qualified"). The general partner of Qualified is T2 Partners Management I, LLC ("T2 Partners Management I"). The managing member of T2 Partners Management I is Whitney R. Tilson. The investment manager of Qualified is T2 Partners Management, LP (the "Investment Manager"). The general partner of the Investment Manager is T2 Partners Group, LLC ("T2 Partners Group"). The managing member of T2 Partners Group is Whitney Tilson.
2. These shares are owned directly by Tilson Offshore Fund, Ltd. ("Offshore"). The investment manager of Offshore is the Investment Manager.
3. These shares are owned directly by T2 Accredited Fund, LP ("Accredited"). The general partner of Accredited is T2 Partners Management I. The investment manager of Accredited is the Investment Manager.
4. These shares are held in a retirement account for the benefit of Mr. Tilson and other third parties.
5. These shares are held directly by Mr. Tongue.
6. These shares are owned directly by Deerhaven Fund, LP ("Deerhaven"). The general partner of Deerhaven is Deerhaven Capital Management LLC ("Deerhaven Capital Management"). The managing member of Deerhaven Capital Management is Glenn H. Tongue. The investment manager of Deerhaven is the Investment Manager.
Remarks:
Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Whitney Tilson 08/05/2013
/s/ Glenn Tongue 08/05/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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