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) 06/17/2014 | ||||||||||||||||||||||||||
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 |
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 | $0.8 | 06/17/2014 | C | 8,580 | (1) | (1) | Common Stock, $0.001 par value | 1,875,000 | $0 | 15,000 | I | See Footnotes(2)(3) | |||
Series B Preferred Stock | $0.8 | 06/17/2014 | C | 88,664 | (1) | (1) | Common Stock, $0.001 par value | 19,375,000 | $0 | 155,000 | D(3)(4) | ||||
Secured Convertible Notes dated 2/18/14 | $100 | 06/17/2014 | C | 858,000 | (5) | (5) | Series B Preferred Stock | 8,580 | $858,000 | 0 | I | See Footnotes(2)(3) | |||
Secured Convertible Notes dated 2/18/14 | $100 | 06/17/2014 | C | 8,866,400 | (5) | (5) | Series B Preferred Stock | 88,664 | $8,866,400 | 0 | 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. The Series B Preferred Stock is convertible at any time and has no expiration date. |
2. These securities are directly beneficially owned by FW2, LP. |
3. 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 and FW3, LP may be deemed to beneficially own the securities described in footnotes (2) and (4). 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 (2) and (4). 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. |
4. These securities are directly beneficially owned by FW3, LP. |
5. The Secured Convertible Notes, upon receipt of approval of the Issuer's shareholders on June 17, 2014, were mandatorily converted into shares of Series B Preferred Stock at a conversion rate of $100 of principal amount per share. The maturity date of the Secured Convertible Notes was the earlier of (x) August 18, 2014 and (y) the trading day after stockholder approval of an amendment to the Certificate of Incorporation of the Issuer to increase the number of authorized shares of Common Stock was not obtained at a meeting of stockholders of Issuer. |
Remarks: |
Joshua Schwartz is a Director of the Issuer. |
/s/ Joshua Schwartz | 06/19/2014 | |
Flatbush Watermill, LLC, By: /s/ Joshua Schwartz, its Managing Member | 06/19/2014 | |
Flatbush Watermill Management, LLC, By: /s/ Joshua Schwartz, its Managing Member | 06/19/2014 | |
FW3, LP, By: Flatbush Watermill, LLC, its General Partner, By: /s/ Joshua Schwartz, its Managing Member | 06/19/2014 | |
** 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. |