SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Zimmerman Michael

(Last)

(First)

(Middle)

C/O PRENTICE CAPITAL MANAGEMENT, LP

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2006

3. Issuer Name and Ticker or Trading Symbol
WET SEAL INC [ WTSLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock ("Common Stock")	3,463,764	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock issuable upon exercise of Series B Warrants	⁽²⁾	01/14/2009	Common Stock	1,149,107	$2.25	I	See Footnote⁽¹⁾
Common Stock issuable upon exercise of Series C Warrants⁽²⁾	⁽²⁾	01/14/2010	Common Stock	2,209,821	$2.5	I	See Footnote⁽¹⁾
Common Stock issuable upon exercise of Series D Warrants	⁽²⁾	01/14/2010	Common Stock	2,308,036	$2.75	I	See Footnote⁽¹⁾
Common Stock issuable upon exercise of Series E Warrants	⁽²⁾	11/29/2010	Common Stock	3,683,036	$3.68	I	See Footnote⁽¹⁾
Common Stock issuable upon exercise of Warrant No. A-5	⁽²⁾	12/30/2009	Common Stock	527,319	$5.41	I	See Footnote⁽¹⁾
Common Stock issuable upon conversion of notes⁽³⁾	⁽²⁾	01/13/2012	Common Stock	14,475,467	$1.5	I	See Footnote⁽¹⁾
Common Stock issuable upon conv. Series C Conv. Pref. Stock⁽⁴⁾	⁽²⁾	⁽⁵⁾	Common Stock	2,424,666	$3	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Zimmerman Michael

(Last)

(First)

(Middle)

C/O PRENTICE CAPITAL MANAGEMENT, LP

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Prentice Capital Management, LP

(Last)

(First)

(Middle)

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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 of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

2. The notes, warrants and preferred stock are convertible at any time at the holder's election. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING THE SECURITIES LISTED IN TABLE II, IF AFTER SUCH EXERCISE OR CONVERSION THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK.

3. The notes reported in this Form 3 consist of $21,713,200 million in principal amount of secured convertible seven year notes, which bear interest at 3.76% per annum, which interest shall be capitalized or paid in cash at the Company's option. The notes are convertible, at the holder's option, initially into 14,475,467 shares of Common Stock at a conversion price of $1.50 per share.

4. The Series C Convertible Preferred Stock reported in this Form 3 consists of 7,274 shares, par value $0.10, and are initially convertible, at the holder's option, into 2,424,666 shares of Common Stock at an initial conversion price of $3.00.

5. The Series C Convertible Preferred Stock has no expiration date.

	/s/ Michael Zimmerman	03/08/2006
	** 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 5 (b)(v).
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