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
WET SEAL INC [ WTSLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2010 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock ("Common Stock") | 01/11/2010 | C | 842,098 | A | $2.75 | 3,591,134(3) | I(1)(2) | See Footnotes(1)(2) | ||
Common Stock | 01/11/2010 | S | 420,000 | D | $3.54 | 3,171,134(3) | I(1)(2) | See Footnotes(1)(2) | ||
Common Stock | 01/12/2010 | S | 422,098 | D | $3.458 | 2,749,036(3) | I(1)(2) | See Footnotes(1)(2) |
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 D Warrants | $2.75 | 01/11/2010 | C | 842,098 | (4) | 01/14/2010 | Common Stock | 842,098 | $0 | 0 | I | See Footnotes(1)(2) |
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. Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, LP) and manages investments for certain entities in managed accounts (collectively, the "Investment Entities"). Except for 66,000 shares of restricted stock of the Company granted to Mr. Zimmerman in connection with his service as a director of the Company, the Reporting Persons hold the reported securities indirectly through the Investment Entities. |
2. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
3. Immediately following the exercise of the Series D Warrants reported on this Form 4, the Reporting Persons held the following securities indirectly through the Investment Entities: 842,098 shares of Common Stock (the "Shares") and Series E Warrants exercisable into 2,683,036 shares of Common. Following the sale of the Shares as reported on this Form 4, the Reporting Persons hold the following securities indirectly through the Investment Entities: Series E Warrants exercisable into 2,683,036 shares of Common Stock. The warrants are exercisable at any time at the holder's election prior to their expiration date. |
4. The Series D Warrants are exercisable at any time at the holder's election prior to the expiration date. |
Remarks: |
PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Zimmerman, Investment Manager, /s/ Michael Zimmerman | 01/12/2010 | |
/s/ Michael Zimmerman | 01/12/2010 | |
** 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. |