UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D   (Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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).

 

* 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 disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).

 

 

 

(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Calculated based on 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015.

 

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(1) Comprised of 6,250,000 shares purchased in the open market and 3,932,018 shares issuable in the future upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

(2) Calculated based on (i) 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015 plus (ii) 3,932,018 shares of Common Stock, $0.01 par value, of Aéropostale, Inc. issuable upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

 

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(1) Comprised of 6,250,000 shares purchased in the open market, 63,915 shares of restricted stock granted by Aéropostale, Inc. as compensation for Mr. Kaluzny’s service as director (30,792 of which vest on May 23, 2015 and 33,123 of which vest on March 26, 2016) and 3,932,018 shares issuable in the future upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

(2) Calculated based on (i) 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015 plus (ii) 3,932,018 shares of Common Stock, $0.01 par value, of Aéropostale, Inc. issuable upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

 

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(1) Comprised of 6,250,000 shares purchased in the open market, 63,915 shares of restricted stock granted by Aéropostale, Inc. as compensation for Mr. Kaluzny’s service as director (30,792 of which vest on May 23, 2015 and 33,123 of which vest on March 26, 2016) and 3,932,018 shares issuable in the future upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

(2) Calculated based on (i) 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015 plus (ii) 3,932,018 shares of Common Stock, $0.01 par value, of Aéropostale, Inc. issuable upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

 

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(1) Represents 3,932,018 shares issuable in the future upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

(2) Calculated based on (i) 79,163,821 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of March 23, 2015, as reported in Aéropostale, Inc.’s annual report on Form 10-K for the year ended January 31, 2015 plus (ii) 3,932,018 shares of Common Stock, $0.01 par value, of Aéropostale, Inc. issuable upon the full conversion by the Reporting Persons of 1,000 shares of convertible preferred stock of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the convertible preferred stock.

 

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Item 1. Security and Issuer

 

This statement constitutes Amendment No. 4 to the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Aéropostale, Inc., a Delaware corporation (the “Issuer” or the “Company”) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the “Initial Schedule 13D”), Amendment No. 1 filed on October 11, 2013, Amendment No. 2 filed on March 14, 2014 and Amendment No. 3 filed on May 23, 2014 to the Initial Schedule 13D. The principal executive offices of the Issuer are located 112 W. 34th Street, New York, New York 10120.

 

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

 

Item 4. Purpose of Transaction

 

Item 4 is hereby amended to add the following:

 

On April 23, 2015, Stefan Kaluzny, a Managing Director of Sycamore Partners, announced that he will not seek re-election to the Issuer’s board of directors at the Issuer’s 2015 annual stockholders meeting.  Mr. Kaluzny will continue to serve as a director until the Issuer’s 2015 annual stockholders meeting.

 

Item 5. Interest in Securities of the Issuer

 

Sections (a) — (b) of Item 5 are hereby amended and restated as follows:

 

(a)   — (b) Based on the Issuer’s annual report on Form 10-K for the year ended January 31, 2015, there were 79,163,821 shares of Common Stock outstanding as of March 23, 2015.

 

Based on the foregoing, as of April 23, 2015, the 6,250,000 shares (the “Lemur Shares”) of Common Stock beneficially owned by Lemur, SP Delaware, SP Caymans and the Sycamore Funds represented approximately 7.89% of the shares of the Common Stock issued and outstanding.   Also as of April 23, 2015, Aero Investors is deemed to beneficially own 3,932,018 shares of Common Stock of the Company (the “Aero Shares”), which shares are issuable in the future upon the full conversion by Aero Investors of 1,000 shares of the Series B Preferred of the Issuer and with the payment of $7.25 per share in cash, as required by the terms of the Series B Preferred.

 

Each of Sycamore GP, Sycamore MM and Mr. Kaluzny, in their respective capacities as (i) general partner of the sole owner of Lemur and managing member or general partners, as applicable, of each of the members of Aero Investors; (ii) managing member of Sycamore GP; and (iii) managing member of Sycamore GP and Aero Investors, respectively, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose of direct the disposition of) the Lemur Shares and the Aero Shares.  Together, such shares represent approximately 12.25% of the Issuer’s Common Stock (calculated based on (i) 79,163,821 shares of the Common Stock outstanding as of March 23, 2015 plus (ii) 3,932,018 shares of Common Stock issuable upon the full conversion by the Reporting Persons of 1,000 shares of Series B Preferred).

 

The Reporting Persons are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein.

 

As of the date hereof, none of the Reporting Persons owns any shares of Common Stock other than the Subject Shares covered in this Amendment No. 4 to Scheduled 13D.

 

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SIGNATURES

 

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

 

Date: April 24, 2015

 

	LEMUR LLC
	By:	SP Investment Holdings L.P.
		its Managing Member
	By:	Sycamore Partners GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SP INVESTMENT HOLDINGS L.P.
	By:	Sycamore Partners GP, L.L.C.

 

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		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SP INVESTMENT HOLDINGS COMPANY
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		its Sole Director
	SYCAMORE PARTNERS (AIV), L.P.
	By:	Sycamore Partners GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.

 

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		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS UBIT (AIV), L.P.
	By:	Sycamore Partners GP, L.L.C.
		its General Partner
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS ECI (AIV), L.P.
	By:	Sycamore Partners GP, L.L.C.
		its General Partner

 

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	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS GP, L.L.C.
	By:	Sycamore Partners MM, L.L.C.
		its Managing Member
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny
		Managing Member
	SYCAMORE PARTNERS MM, L.L.C.
	By:	/s/ Stefan L. Kaluzny
		Stefan L. Kaluzny

 

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		Managing Member
		/s/ Stefan L. Kaluzny
		STEFAN L. KALUZNY
		AERO INVESTORS LLC
		/s/ Stefan L. Kaluzny
		By: Stefan L. Kaluzny
		Its: President and Chief Executive Officer

 

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