Schedule 13D/A

INTEGRITY BRANDS PARTNERS LLC

/S/ John Pound

John Pound

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBbqZTZTCgBI/3K9Z7ByQ+WKaH75loeW8XUjjCyA1cMhWFL0mAtLk4flY/RFDQry m2sbEtXvIeXuGhwG7YQQBA== 0001193125-09-035372.txt : 20090224 0001193125-09-035372.hdr.sgml : 20090224 20090223204906 ACCESSION NUMBER: 0001193125-09-035372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090224 DATE AS OF CHANGE: 20090223 GROUP MEMBERS: JOHN POUND GROUP MEMBERS: THE INTEGRITY BRANDS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orange 21 Inc. CENTRAL INDEX KEY: 0000932372 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 330580186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80727 FILM NUMBER: 09629359 BUSINESS ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: (760) 804-8420 MAIL ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC, INC DATE OF NAME CHANGE: 20040916 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC INC DATE OF NAME CHANGE: 19941103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Integrity Brands Fund, L.P. CENTRAL INDEX KEY: 0001420405 IRS NUMBER: 203964059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTEGRITY BRANDS PARTNERS LLC STREET 2: 53 WESTBOURNE TERRACE CITY: BROOKLINE STATE: MA ZIP: 02446 BUSINESS PHONE: 617-731-4070 MAIL ADDRESS: STREET 1: C/O INTEGRITY BRANDS PARTNERS LLC STREET 2: 53 WESTBOURNE TERRACE CITY: BROOKLINE STATE: MA ZIP: 02446 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS

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

AMENDMENTS THERETO PURSUANT TO RULE 13d-2(a)

(Amendment No. 4)*

Orange 21 Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

685317109

(CUSIP Number)

John Pound

Integrity Brands Fund, L.P.

8 Anchorage Court

San Rafael, CA 94903

415-430-5583

With a copy to:

Christopher M. Forrester, Esq.

Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, CA 92130

(858) 720-5100

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

February 20, 2009

(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/A, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ¨.

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 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).

SCHEDULE 13D

CUSIP No. 685317109


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Integrity Brands Fund, L.P. I.R.S. Identification No. 20-3964059
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,279,596
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,279,596


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,279,596
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 685317109


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Integrity Brands Partners LLC I.R.S. Identification No. 20-3964000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,279,596
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,279,596


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,279,596
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 685317109


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) John Pound
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 2,279,596
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 2,279,596


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,279,596
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 685317109

This joint statement of The Integrity Brands Fund, L.P., a Delaware limited partnership (the “Fund”), The Integrity Brands Partners LLC, a Delaware limited liability company (the “General Partner”) and John Pound, the Manager of the General Partner (collectively with the Fund and the General Partner, the “Reporting Persons”) on Schedule 13D dated May 22, 2006, as amended by Amendment No.1 to Schedule 13D dated October 12, 2006, Amendment No. 2 to Schedule 13D dated December 11, 2007 and Amendment No. 3 to Schedule 13D dated December 18, 2007, is hereby amended and supplemented as follows:

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The source of funds used to acquire the Common Stock directly owned by the Fund was the working capital of the Fund in the amount of approximately $7,419,277. Mr. Pound and the General Partner do not directly own any shares of Common Stock, although Mr. Pound holds options to purchase 23,332 shares of Common Stock that are exercisable within 60 days.

Item 5.

Interest in Securities of the Issuer

(a) As of the date stated hereof, the Reporting Persons have the following interest in the securities of the Issuer:

(i) the Fund beneficially owns 2,279,596 shares of Common Stock, including options to purchase 23,332 shares of Common Stock held by Mr. Pound that are exercisable within 60 days, which represents 20.4% of the Issuer’s outstanding Common Stock. The calculation of percentage of beneficial ownership in Item 13 on pages 2, 3 and 4 is based on 11,154,650 shares of Common Stock outstanding, which includes: (1) 8,199,314 shares of Common Stock outstanding as of January 21, 2009 as reported in the Issuer’s Prospectus Supplement filed with the Securities and Exchange Commission (“SEC”) on January 22, 2009, which supplements the Prospectus dated April 25, 2008 (the “Prospectus”); (2) 2,932,004 shares of Common Stock that have been issued in the Issuer’s rights offering as reported in the Issuer’s Free Writing Prospectus filed with the SEC on February 23, 2009 (the “Rights Offering”); and (3) options to purchase 23,332 shares of Common Stock held by the Reporting Persons that are exercisable within 60 days; and

(ii) the General Partner may be deemed to beneficially own all shares of Common Stock beneficially owned by the Fund and Mr. Pound, based on his position as the sole Manager of the General Partner, may be deemed to beneficially own all shares of Common Stock deemed to be beneficially owned by the General Partner.

(b) With regard to all shares of Common Stock owned by the Fund, the General Partner and by Mr. Pound, dispositive and voting power may be deemed to be shared.

(c) The following transaction in the Issuer’s Common Stock was the only transaction effected by the Reporting Persons since December 22, 2008, the date which is 60 days prior to the event requiring the filing of this statement:


Person	Date	No. of Shares Purchased/Sold	Purchased/(Sale) Price Per Share
The Integrity Brands Fund, L.P.	02/20/09	724,270	$	0.80

The above listed transaction reflects the purchase of Common Stock for cash by the Fund upon exercise of a portion of the rights issued to the Fund in the Rights Offering. The purchase price does not reflect brokerage commissions paid.

(d)	Not applicable.

(e)	Not applicable.

SIGNATURE

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


	THE INTEGRITY BRANDS FUND, L.P.

	By: Integrity Brands Partners LLC, its general partner

Date: February 23, 2009		/S/ John Pound
	Name:	John Pound
	Title:	Manager

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