| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
dELiAs, Inc. [ DLIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series B Preferred Stock | (1) | 12/04/2014 | J | 155,000 | (2) | (2) | Common Stock, $0.001 par value | 2,008,625 | $0 | 16,069 | D(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. FW3, LP distributed all of its shares of Series B Preferred Stock to its partners. Flatbush Watermill, LLC, as its general partner, received 1,069 shares of Series B Preferred Stock. |
| 2. The Series B Preferred Stock is convertible at any time and has no expiration date. |
| 3. These securities include 15,000 shares of Series B Preferred Stock directly held by FW2, LP. |
| 4. Flatbush Watermill, LLC ("Flatbush Watermill"), as the general partner of, and Flatbush Watermill Management, LLC ("Flatbush Watermill Management"), as an investment manager for, FW2, LP may be deemed to beneficially own the shares of Series B Preferred Stock directly held by FW2, LP described in footnote (3). Joshua M. Schwartz ("Mr. Schwartz"), as the managing member of each of Flatbush Watermill and Flatbush Watermill Management, may, in each case, be deemed to be beneficial owner of the securities described in footnotes (1) and (3). Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed admission of beneficial ownership of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Joshua Schwartz is a Director of the Issuer. FW3, LP, Flatbush Watermill, LLC and Flatbush Watermill Management, LLC ceased being subject to Section 16 on December 4, 2014. |
| /s/ Joshua Schwartz | 12/16/2014 | |
| Flatbush Watermill, LLC, By: /s/ Joshua Schwartz, its Managing Member | 12/16/2014 | |
| Flatbush Watermill Management, LLC, By: /s/ Joshua Schwartz, its Managing Member | 12/16/2014 | |
| FW3, LP, By: Flatbush Watermill, LLC, its General Partner, By: /s/ Joshua Schwartz, its Managing Member | 12/16/2014 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||