SC 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 FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 6)*

The Wet Seal, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.10 per share

(Title of Class of Securities)

961840105

(CUSIP Number)

Marc Weingarten and David E. Rosewater

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 25, 2012

(Date of Event which Requires

Filing of this Schedule)

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. [  ]

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.

(Continued on following pages)

(Page 1 of 17 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 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).

CUSIP No.  961840105     SCHEDULE 13D/A Page 2 of 17 Pages

1	NAME OF REPORTING PERSONS Clinton Spotlight Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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 850 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 850 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 850 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.00%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  961840105     SCHEDULE 13D/A Page 3 of 17 Pages

1	NAME OF REPORTING PERSONS Clinton Spotlight Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 2,653,854 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 2,653,854 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,653,854 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.95%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  961840105     SCHEDULE 13D/A Page 4 of 17 Pages

1	NAME OF REPORTING PERSONS Clinton Magnolia Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 901,094 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 901,094 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 901,094 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 1.00%
14	TYPE OF REPORTING PERSON CO

CUSIP No.  961840105     SCHEDULE 13D/A Page 5 of 17 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Clinton Retail Opportunity Partnership, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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 1,846,618 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,846,618 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,846,618 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 2.05%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  961840105     SCHEDULE 13D/A Page 6 of 17 Pages

1	NAME OF REPORTING PERSONS Clinton Special Opportunities Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 683,132 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 683,132 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 683,132 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.76%
14	TYPE OF REPORTING PERSON CO

CUSIP No.  961840105     SCHEDULE 13D/A Page 7 of 17 Pages

1	NAME OF REPORTING PERSONS Clinton Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 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 6,085,548 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 6,085,548 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,085,548 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.76%
14	TYPE OF REPORTING PERSON CO; IA

CUSIP No.  961840105     SCHEDULE 13D/A Page 8 of 17 Pages

1	NAME OF REPORTING PERSONS George E. Hall
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 6,085,548 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 6,085,548 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 6,085,548 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 6.76%
14	TYPE OF REPORTING PERSON IN

CUSIP No.  961840105     SCHEDULE 13D/A Page 9 of 17 Pages

1	NAME OF REPORTING PERSONS Raphael Benaroya
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100,000 shares of Class A Common Stock
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 100,000 shares of Class A Common Stock
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 100,000 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.11%
14	TYPE OF REPORTING PERSON IN

CUSIP No.  961840105     SCHEDULE 13D/A Page 10 of 17 Pages

1	NAME OF REPORTING PERSONS Dorrit M. Bern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 18,000 shares of Class A Common Stock
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 18,000 shares of Class A Common Stock
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 18,000 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.02%
14	TYPE OF REPORTING PERSON IN

CUSIP No.  961840105     SCHEDULE 13D/A Page 11 of 17 Pages

This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 30, 2012 (the "Original Schedule 13D"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”) and Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the "Schedule 13D") with respect to the Class A common stock, par value $0.10 per share (the "Class A Common Stock"), of The Wet Seal, Inc., a Delaware corporation (the "Issuer").  Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.  This Amendment No. 6 amends Items 3, 4, 5 and 7 as set forth below.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The Reporting Persons used a total of approximately $18,477,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported in this Schedule 13D.  Clinton used a total of approximately $18,116,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by Clinton.  Mr. Benaroya used a total of approximately $310,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by him.  Ms. Bern used a total of approximately $51,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned by her.

Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Spotlight Fund, for the shares of Class A Common Stock held directly by it; (ii) available working capital of SPOT, for the shares of Class A Common Stock held directly by it; (iii) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (iv) available working capital of CROP, for the shares of Class A Common Stock held directly by it; (v) available working capital of CSO, for the shares of Class A Common Stock held directly by it; and (vi) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Spotlight Fund, SPOT, Magnolia, CROP and CSO.  Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton.

The Class A Common Stock reported herein as beneficially held by Mr. Benaroya was purchased solely with the personal funds of Mr. Benaroya and none of the proceeds used to purchase the Class A Common Stock reported herein as beneficially owned by him were provided through borrowings of any nature.

CUSIP No.  961840105     SCHEDULE 13D/A Page 12 of 17 Pages

The Class A Common Stock reported herein as beneficially held by Ms. Bern was purchased solely with the personal funds of Ms. Bern and none of the proceeds used to purchase the Class A Common Stock reported herein as beneficially owned by her were provided through borrowings of any nature.

Item 4. PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented by the addition of the following:

On September 25, 2012, Clinton sent a letter to stockholders of the Issuer addressing the Issuer’s open letter to stockholders issued on September 24, 2012.  In its letter, Clinton noted the Board’s reversal of many important decisions it has made in the face of a threat of removal and reiterated the need for immediate change in the composition of the Board.  Clinton also noted several inaccurate statements contained in the Board’s letter.  The foregoing summary is qualified in its entirety by reference to the full text of the letter, a copy of which is attached as Exhibit 8 to this Schedule 13D and is incorporated by reference herein.

On September 26, 2012, Clinton issued a press release announcing the recommendation of Institutional Shareholder Services, in agreement with other independent research analysts, that stockholders of the Issuer support change in the composition of the Board by voting to elect two of the Nominees, Lynda K. Davey and Mindy C. Meads, on Clinton's white consent card. The foregoing summary is qualified in its entirety by reference to the full text of the press release, a copy of which is attached as Exhibit 9 to this Schedule 13D and is incorporated by reference herein.

Item 5. INTEREST IN SECURITIES OF THE ISSUER.

Paragraphs (a) – (c) of Item 5 are hereby amended and restated as follows:

(a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 6,203,548 shares of Class A Common Stock, constituting approximately 6.89% of the Issuer’s currently outstanding Class A Common Stock.  The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 90,017,949 shares of Class A Common Stock outstanding as of August 31, 2012, as reported in the Issuer's definitive Consent Revocation Statement on Schedule 14A filed with the Securities and Exchange Commission on September 24, 2012.

(i)	Spotlight Fund:
	(a)	As of the date hereof, Spotlight Fund may be deemed the beneficial owner of 850 shares of Class A Common Stock.
		Percentage: Approximately 0.00% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 850 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 850 shares of Class A Common Stock

(ii)	SPOT:
	(a)	As of the date hereof, SPOT may be deemed the beneficial owner of 2,653,854 shares of Class A Common Stock.
		Percentage: Approximately 2.95% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 2,653,854 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 2,653,854 shares of Class A Common Stock

CUSIP No.  961840105     SCHEDULE 13D/A Page 13 of 17 Pages

(iii)	Magnolia:
	(a)	As of the date hereof, Magnolia may be deemed the beneficial owner of 901,094 shares of Class A Common Stock.
		Percentage: Approximately 1.00% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 901,094 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 901,094 shares of Class A Common Stock

(iv)	CROP:
	(a)	As of the date hereof, CROP may be deemed the beneficial owner of 1,846,618 shares of Class A Common Stock.
		Percentage: Approximately 2.05% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,846,618 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 1,846,618 shares of Class A Common Stock

(v)	CSO:
	(a)	As of the date hereof, CSO may be deemed the beneficial owner of 683,132 shares of Class A Common Stock.
		Percentage: Approximately 0.76% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 683,132 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 683,132 shares of Class A Common Stock

(vi)	CGI:
	(a)	As of the date hereof, CGI may be deemed the beneficial owner of 6,085,548 shares of Class A Common Stock.
		Percentage: Approximately 6.76% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 6,085,548 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 6,085,548 shares of Class A Common Stock

(vii)	Mr. Hall:
	(a)	As of the date hereof, Mr. Hall may be deemed the beneficial owner of 6,085,548 shares of Class A Common Stock.
		Percentage: Approximately 6.76% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 6,085,548 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 6,085,548 shares of Class A Common Stock

CUSIP No.  961840105     SCHEDULE 13D/A Page 14 of 17 Pages

(viii)	Mr. Benaroya:
	(a)	As of the date hereof, Mr. Benaroya may be deemed the beneficial owner of 100,000 shares of Class A Common Stock.
		Percentage: Approximately 0.11% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 100,000 shares of Class A Common Stock
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 100,000 shares of Class A Common Stock
		4.	Shared power to dispose or direct the disposition: 0

(ix)	Ms. Bern:
	(a)	As of the date hereof, Ms. Bern may be deemed the beneficial owner of 18,000 shares of Class A Common Stock.
		Percentage: Approximately 0.02% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 18,000 shares of Class A Common Stock
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 18,000 shares of Class A Common Stock
		4.	Shared power to dispose or direct the disposition: 0

By virtue of the Consent Solicitation, the Reporting Persons and the Nominees may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 6,203,548 shares of Class A Common Stock, constituting approximately 6.89% of the shares of Class A Common Stock outstanding.  None of the Nominees, other than Mr. Benaroya and Ms. Bern, beneficially owns any Class A Common Stock or other securities of the Issuer.  Each Nominee, other than Mr. Benaroya and Ms. Bern, expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by the Reporting Persons.  Mr. Benaroya and Ms. Bern expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially owned by Clinton and Clinton expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Mr. Benaroya and Ms. Bern.  Furthermore, Mr. Benaroya expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Ms. Bern and Ms. Bern expressly disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by Mr. Benaroya.

(b) By virtue of investment management agreements with Spotlight Fund, SPOT, Magnolia, CROP and CSO, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 6,085,548 shares of Class A Common Stock beneficially owned by Spotlight Fund, SPOT, Magnolia, CROP and CSO.  By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI has voting power or dispositive power.  Mr. Benaroya has sole voting and dispositive power over the 100,000 shares of Class A Common Stock beneficially owned by him.  Ms. Bern has sole voting and dispositive power over the 18,000 shares of Class A Common Stock beneficially owned by her.

CUSIP No.  961840105     SCHEDULE 13D/A Page 15 of 17 Pages

(c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 5 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market.

Item 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended and supplemented as follows:

Exhibit	Description
8	Letter to the Stockholders of The Wet Seal, Inc., dated September 25, 2012.
9	Press Release, dated September 27, 2012.

CUSIP No.  961840105     SCHEDULE 13D/A Page 16 of 17 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 27, 2012

Clinton Spotlight Fund, L.P.
By:	Clinton Group, Inc., its investment manager
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
Clinton Spotlight Master Fund, L.P.
By:	Clinton Group, Inc., its investment manager
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
Clinton Magnolia Master Fund, Ltd.
By:	Clinton Group, Inc., its investment manager
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
Clinton Retail Opportunity Partnership, L.P.
By:	Clinton Group, Inc., its investment manager
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer

CUSIP No.  961840105     SCHEDULE 13D/A Page 17 of 17 Pages

Clinton Special Opportunities Master Fund, Ltd.
By:	Clinton Group, Inc., its investment manager
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
Clinton Group, Inc.
By:	/s/ Francis Ruchalski
Name:	Francis Ruchalski
Title:	Chief Financial Officer
/s/ George E. Hall
George E. Hall
/s/ Raphael Benaroya
Raphael Benaroya
/s/ Dorrit M. Bern
Dorrit M. Bern

SCHEDULE B

Transaction History of the Reporting Persons with respect to Class A Common Stock

This Schedule sets forth information with respect to each purchase and sale of shares of Class A Common Stock that were effectuated by a Reporting Person since the filing of the Original Schedule 13D.  SPOT, Magnolia, CROP and CSO are the only Reporting Persons to have effectuated transactions in Class A Common Stock since the filing of Amendment No. 5.  Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

Clinton Spotlight Master Fund, L.P.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
9/21/2012	(5,000)	3.2049
9/21/2012	5,000	3.1714
9/24/2012	(20,000)	3.236
9/25/2012	(8,983)	3.1792
9/25/2012	(16,000)	3.219
9/26/2012	9,200	3.0799

Clinton Magnolia Master Fund, Ltd.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
9/21/2012	(5,000)	3.2049
9/21/2012	5,000	3.1714
9/24/2012	(7,500)	3.236
9/25/2012	(3,370)	3.1792
9/25/2012	(6,000)	3.219

Clinton Retail Opportunity Partnership, L.P.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
9/21/2012	(5,000)	3.2049
9/21/2012	5,000	3.1714
9/24/2012	(15,000)	3.236
9/25/2012	(6,737)	3.1792
9/25/2012	(12,000)	3.219
9/26/2012	9,200	3.0799

Clinton Special Opportunities Master Fund, Ltd.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
9/24/2012	(7,500)	3.236
9/25/2012	(3,368)	3.1792
9/25/2012	(6,000)	3.219

EX-99

EXHIBIT 8

Letter to the Stockholders of The Wet Seal, Inc., dated September 25, 2012

Clinton Spotlight Fund, L.P.

c/o Clinton Group, Inc.

9 West 57th Street

New York, New York 10019

September 25, 2012

To Our Fellow Stockholders of The Wet Seal, Inc.:

We write on behalf of Clinton Spotlight Fund, L.P. and its affiliates (“Clinton”), which collectively own approximately 6.7% of the Class A common stock of The Wet Seal, Inc. ("Wet Seal" or the "Company").

As you undoubtedly know, we are seeking to upgrade the Board of Directors of the Company to ensure our fiduciaries have the requisite experience and objectivity to protect stockholders’ investments and to create value. We write to encourage you to submit your consent to proposals we have placed before you and to respond to the Board’s latest attempt to convince you they should keep their posts.

We believe the Company has been flailing from one strategy and executive team to another because of a lack of oversight, insight and firm direction from the Board. In fact, nearly every important decision this Board has made in the last 18 months has later been reversed: the hiring of Ms. McGalla, the change in strategy away from “fast fashion”, the decision to nominate only the incumbents to the Board, the adopting of a poison pill, the raising of Board pay and the setting up a special committee to consider the capital structure and strategic alternatives. Stockholders should wonder what will compel this Board to reverse its bad decisions in the future, if the Board no longer faces a threat of removal.

Change is needed now because the Company stands at an important crossroads. As the Board looks to hire the next Chief Executive Officer, the direction of the Company will be set for years to come. And while the current Board has experience hiring a Chief Executive (this one will be the fourth one they have hired in barely more than five years), the Board has not demonstrated an ability to do this critical task well. Instead, we need a Board with deep industry contacts and experience to help select our next leader. We know that a great leader will only work for a great Board. We do not believe we have a great Board today.

Indeed, try as they might, the Board cannot convince us (or, we suspect, you) that it has even done an adequate job of setting a profitable strategic direction, hiring superior executive talent, managing the capital structure or serving stockholders’ interests. In its latest letter to stockholders, the Board tries mightily to claim success. But, even with cherry-picking “peers” (adding two companies that are not mentioned in the Company’s 10-K and removing two others that are), time periods (measuring success starting in the fourth quarter of a year to a period that ended 10 months ago) and metrics (using operating margin, which is not mentioned as a metric used by the Board’s Compensation Committee to judge executive performance),1 the Board can only claim that the Company performed better than “four of the ten other teen specialty retailers.” But, two of the four poorly performing retailers are not mentioned as peers in the Company’s 10-K, and two that are mentioned there have been dropped from the Board’s latest analysis; not surprisingly, the forgotten two did much better than the Company. So, even on the Board’s unnatural timeframe and hand-picked metric, the Company really only did better than two of its ten previously announced peers. Color us unimpressed.

We are no more impressed with the Board’s attempt to claim it has driven the stock to superior performance. In its letter to stockholders, the Board claims the stock outperformed for the three years ended November 2011, based on the “indexed average” performance of its hand-picked peer companies. The only problem is that the Board’s math appears to be flawed. Both Bloomberg and Capital IQ show exactly the opposite: in this unusual three-year period ended in November, the Company actually underperformed these peers. Is there any reasonable measurement period in which the Company’s stock actually outperformed? The Board has shown us none.

Indeed, as the slide deck we filed with the SEC last week demonstrates, the Company’s stock has underperformed the (previously announced) peers in each of the one, two, three, four, five, six and seven year periods ending with the announcement of our intention to replace some of the members of the Board. The Company’s operating performance has been no better: margins, ROIC and profits are worse than its peers and its balance sheet is extremely inefficient compared with those peers. We refer you to our slide deck for more details. The Company has simply been mismanaged and no contortions of timeframes, metrics or peer groups will save the Board from that inexorable conclusion.

The Board has one other straw at which it grasps: after years of poor performance, the stock, says the Board, has responded well to the Board’s latest actions. Hog wash. The Board fired Ms. McGalla before the opening of the stock market on July 23, 2012. The stock closed the previous trading day at $2.96. The stock fell in the weeks after the Board’s firing of Ms. McGalla and fell even more (8.8% in a single day) after the Chairman further explained the Board’s plans on a conference call with investors, to an intraday low of $2.63 on August 22. That night we announced our plan to replace some members of the Board. And, starting then (and only then), the stock rallied. Only a disingenuous analyst would give the Board credit for the stock’s recent performance. If our consent solicitation is unsuccessful, we have every reason to expect the stock to return to the lows that preceded our efforts.

As the votes come in, stockholders are supporting our proposals. We urge you to join with your fellow stockholders and consent to a change in the Board. If you agree with us, please sign, date and return the WHITE consent card today.  As soon as we receive the consent of a majority of the outstanding stock, these proposals will become effective.

One final point: the Board would distract you from focusing on its own poor track record by attacking our firm. We suspect the Board does not much care for stockholders who voice an opinion. But we have pursued such an active ownership approach to our equity investing for many years. In that time, we have left scores of companies in better shape than when we started and, we are proud to note, have generated terrific returns for our investors. If you care, have a look at our activities at Red Robin Gourmet Burgers (our initial purchase of stock was at $16; today it trades for $32), Sabra Health Care ($10 and $20, respectively), Dillard’s ($18 and $74), Radian ($3 and $4), Sun Healthcare ($3 and the company sold for $8), Charming Shoppes ($3 and the company sold for $7), Collective Brands ($15 and the company sold for $21), Select Comfort ($8 and $31), or any of the other companies with which we have been involved.

If you have any questions or require any assistance in executing your consent, please contact Okapi Partners LLC at 437 Madison Avenue, 28th Floor, New York, New York 10022 or (212) 297-0720 or Toll-Free (877) 259-6290.

Thank you for your consideration,

Joseph A. DePerio

Senior Portfolio Manager

Gregory P. Taxin

Managing Director

 

1  Wet Seal 2012 proxy at page 17.

EX-99

EXHIBIT 9

Institutional Investor Services (ISS) and Other Independent Research Analysts Support Clinton Group’s Proposals for Change at The Wet Seal

NEW YORK, September 27, 2012 /PRNewswire/ -- Clinton Group, Inc. ("Clinton Group") today announced that Institutional Shareholder Services (“ISS”) and other independent research analysts recommend that Wet Seal, Inc. (Nasdaq: WTSLA) ("Wet Seal" or the "Company") stockholders support change to the Company’s Board of Directors.

ISS recommends its institutional investor clients support Clinton Group’s proposal to elect two highly qualified independent professionals, Lynda K. Davey and Mindy C. Meads, to the Wet Seal Board in place of incumbent directors Sidney M. Horn and Henry D. Winterstern. Noting that Clinton Group had “made a compelling case for a change,” ISS specifically recommends that Wet Seal stockholders “do not vote” for the status quo, as the Company has advocated.

“We are disappointed that the Company sought in its press release yesterday to mischaracterize ISS’ recommendation,” said Gregory P. Taxin, Managing Director of Clinton Group. “ISS quite rightly has advised its clients that change is needed on the Wet Seal Board and that stockholders should vote on our white consent solicitation card.”

Investment analysts agree. Jeff Van Sinderen has been covering the Wet Seal for nine years at B. Riley & Co., LLC. Mr. Van Sinderen wrote to his institutional investor clients that “this situation calls for a sweeping board change and a swift implementation of a new skilled team.” He continued, “[i]t is time for shareholders to act swiftly to replace the board.” (1)

Similarly, Eric Beder of Brean Murray Carret & Co. has said that “a new Board of Directors” could be a “positive catalyst” for the stock. (2)

“We appreciate the support of these independent research analysts,” said Mr. Taxin. “We believe Wet Seal stockholders should indeed support our proposals and upgrade the Board of the Wet Seal.”

Clinton Group encourages stockholders to submit the white consent card as soon as possible.

Stockholders with questions can reach Bruce Goldfarb or Geoff Sorbello of Okapi Partners at +1-212-297-0720.

About Clinton Group, Inc.

Clinton Group, Inc. is a diversified asset management firm. Clinton Group has been investing in global markets since its inception in 1991 with expertise that spans a wide range of investment styles and asset classes. Clinton Group is a Registered Investment Advisor based in New York City.

No permission has been sought from any of the research analysts and organizations quoted herein to include their commentary in this press release.

(1) Jeff Van Sinderen, Research Update on Wet Seal, B. Riley & Co., LLC, August 22, 2012.

(2) Eric Beder, Company Update on Wet Seal, Bream Murray Carret & Co., August 30, 2012.

CLINTON GROUP, INC., CLINTON SPOTLIGHT FUND, L.P., CLINTON SPOTLIGHT MASTER FUND, L.P., CLINTON MAGNOLIA MASTER FUND, LTD., CLINTON RETAIL OPPORTUNITY PARTNERSHIP, L.P., CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD. AND GEORGE E. HALL (COLLECTIVELY, “CLINTON”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE WET SEAL, INC. IN CONNECTION WITH CLINTON’S INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE WET SEAL, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY CLINTON, RAPHAEL BENAROYA, DORRIT M. BERN, LYNDA J. DAVEY, MINDY C. MEADS AND JOHN S. MILLS (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF THE WET SEAL, INC. BECAUSE THEY CONTAIN IMPORTANT INFORMATION. INFORMATION RELATING TO THE PARTICIPANTS HAS BEEN INCLUDED IN THE DEFINITIVE CONSENT STATEMENT FILED ON SEPTEMBER 10, 2012 BY CLINTON WITH THE SEC. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD HAVE BEEN FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF THE WET SEAL, INC. AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, CLINTON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE AT HTTP://WWW.MYPROXYONLINE.COM/WETSEAL OR UPON REQUEST.

CONTACT: Connie Laux, Clinton Group, Inc., +1-212-825-0400