0001111830-12-000755.txt : 20121010 0001111830-12-000755.hdr.sgml : 20121010 20121010142622 ACCESSION NUMBER: 0001111830-12-000755 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121010 DATE AS OF CHANGE: 20121010 GROUP MEMBERS: HUSSMAN INVESTMENT TRUST GROUP MEMBERS: HUSSMAN STRATEGIC ADVISORS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEROPOSTALE INC CENTRAL INDEX KEY: 0001168213 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 311443880 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78360 FILM NUMBER: 121137414 BUSINESS ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2126464885 MAIL ADDRESS: STREET 1: 1371 BROADWAY STREET 2: 8TH FL. CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUSSMAN STRATEGIC ADVISORS, INC. CENTRAL INDEX KEY: 0001179475 IRS NUMBER: 383083913 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5136 DORSEY HALL DRIVE CITY: ELLICOTT CITY, STATE: MD ZIP: 21042 BUSINESS PHONE: (410) 715-1145 MAIL ADDRESS: STREET 1: 5136 DORSEY HALL DRIVE CITY: ELLICOTT CITY, STATE: MD ZIP: 21042 FORMER COMPANY: FORMER CONFORMED NAME: HUSSMAN ECONOMETRICS ADVISORS, INC. DATE OF NAME CHANGE: 20040726 FORMER COMPANY: FORMER CONFORMED NAME: HUSSMAN ECONOMETRICS ADVISORS INC DATE OF NAME CHANGE: 20020807 SC 13G/A 1 hsgfx_13ga-1012.htm HUSSMAN STRATEGIC ADVISORS, INC. - SC-13G/A hsgfx_13ga-1012.htm
 
UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3 )*

Aeropostale, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)

007865 10 8
(CUSIP Number)

October 3, 2012
(Date of event which requires filing of this statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 
[x]
Rule 13d-1(b)
 
[ ]
Rule 13d-1(c)
 
[ ]
Rule 13d-1(d)
 
(Page 1 of 7 Pages)
________________
*  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 007865  10  8
13G
Page 2 of 7 Pages
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hussman Strategic Growth Fund, an investment portfolio of Hussman Investment Trust
52-2226627
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio U.S.A.
NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
6
SHARED VOTING POWER
3,000,000
EACH REPORTING
7
SOLE DISPOSITIVE POWER
0
  PERSON WITH
8
SHARED DISPOSITIVE POWER
3,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12
TYPE OF REPORTING PERSON*
IV

 
 
 
 
CUSIP No. 007865 10 8
13G
Page 3 of 7 Pages
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Hussman Strategic Advisors, Inc.                               38-3083913
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
 
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland U.S.A.
NUMBER OF SHARES
5
SOLE VOTING POWER
0
BENEFICIALLY OWNED BY
6
SHARED VOTING POWER
3,000,000
EACH REPORTING
7
SOLE DISPOSITIVE POWER
0
  PERSON WITH
8
SHARED DISPOSITIVE POWER
3,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.69%
12
TYPE OF REPORTING PERSON*
IA
 
 
 
 

CUSIP No. 007865 10 8
13G
Page 4 of 7 Pages
 

Item 1(a).
Name of Issuer:

Aeropostale, Inc. (the "Issuer").

Item 1(b).
Address of Issuer's Principal Executive Offices:

112 West 34th Street, 22nd Floor
New York, New York 10120
 
Item 2(a).
Name of Person Filing:

This statement is filed by:

(i)  Hussman Strategic Growth Fund (the "Fund"), an investment portfolio of Hussman Investment Trust (the "Trust"), an open-end management investment company, with respect to the Common Stock directly owned by it; and

(ii) Hussman Strategic Advisors, Inc. (the "Adviser"), a Maryland corporation, with respect to the Common Stock directly owned by the Fund.

The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the business office of each of the Reporting Persons is c/o Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

Item 2(c).
Citizenship:

The Trust is an unincorporated business trust that was organized under Ohio law on June 1, 2000.  The Adviser is a Maryland corporation.

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.01 per share

 
 
 

CUSIP No. 007865 10 8
13G
Page 5 of 7 Pages


Item 2(e).
CUSIP Number:
007865 10 8

Item 3. 
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
(a) [ ]
Broker or dealer registered under Section 15 of the Act,

 
(b) [ ]
Bank as defined in Section 3(a)(6) of the Act,

 
(c) [ ]
Insurance Company as defined in Section 3(a)(19) of the Act,

 
(d) [x]
Investment Company registered under Section 8 of the Investment Company Act of 1940, [with respect to the Trust]

 
(e) [x]
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), [with respect to the Adviser]

 
(f) [ ]
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),

 
(g) [ ]
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),

 
(h) [ ]
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

 
(i) [ ]
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

 
(j) [ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to 13d-1(c), check this box:  [ ]
 
 
 
 
 
CUSIP No. 007865 10 8
13G
Page 6 of 7 Pages

 
Item 4.
Ownership.

 
A.
Hussman Strategic Growth Fund
 
(a)
Amount beneficially owned:  3,000,000
 
(b)
Percent of class:  3.69%   The percentages used herein and in the rest of Item 4 are calculated based upon the 81,267,000 shares of Common Stock issued and outstanding as of July 28, 2012 as reflected in the Form 10-Q filed by the Issuer on August 30, 2012.
 
(c)
 
(i)
Sole power to vote or direct the vote:  0
 
(ii)
Shared power to vote or direct the vote: 3,000,000
 
(iii)
Sole power to dispose or direct the disposition:  0
 
(iv)
Shared power to dispose or direct the disposition:  3,000,000

 
B.
Hussman Strategic Advisors, Inc.
 
(a)
Amount beneficially owned:  3,000,000
 
(b)
Percent of class:  3.69%   The percentages used herein and in the rest of Item 4 are calculated based upon the 81,267,000 shares of Common Stock issued and outstanding as of July 28, 2012 as reflected in the Form 10-Q filed by the Issuer on August 30, 2012.
 
(c)
 
 
(i)
Sole power to vote or direct the vote:  0
 
(ii)
Shared power to vote or direct the vote:  3,000,000
 
(iii)
Sole power to dispose or direct the disposition:  0
 
(iv)
Shared power to dispose or direct the disposition:  3,000,000

The Fund has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its adviser, Hussman Strategic Advisors, Inc.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, the Fund and the Adviser each may be deemed to beneficially own the shares of Common Stock owned by the Fund.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to reflect the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   [X]

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Hussman Strategic Advisors, Inc. has the power to direct the affairs of the Fund, including decisions respecting the disposition of the proceeds from the sale of the shares of Common Stock.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.
 
 
 
 

CUSIP No. 007865 10 8
13G
Page 7 of 7 Pages
 
 
Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


DATED:  October 8, 2012

 
HUSSMAN INVESTMENT TRUST
   
 
By:
   
  /s/ John P. Hussman                                        
 
Name:   John P. Hussman
 
Title:      President
   
   
 
HUSSMAN STRATEGIC ADVISORS, INC.
   
 
By:
   
  /s/ John P. Hussman                                        
 
Name:    John P. Hussman
 
Title:       President

 
 EX-99.1 2 exhibit.htm JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(K) exhibit.htm
 
CUSIP No. 007865  10  8
13G
 
 
EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
 
          The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: October 8, 2012
 
 
HUSSMAN INVESTMENT TRUST
   
 
By:
   
  /s/ John P. Hussman         
 
Name:   John P. Hussman
 
Title:      President
   
   
 
HUSSMAN STRATEGIC ADVISORS, INC.
   
 
By:
   
  /s/ John P. Hussman         
 
Name:    John P. Hussman
 
Title:       President