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^*

Carter Shawn Corey

(Last)

(First)

(Middle)

C/O S. CARTER ENTERPRISES, LLC

1411 BROADWAY

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2012

3. Issuer Name and Ticker or Trading Symbol
Perfumania Holdings, Inc. [ perf ]

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

Director	X	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)

X	Form filed by One Reporting Person
	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)
Common Stock, $0.01 par value	300,000	D

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)
Warrant(right to buy)	04/18/2012	12/18/2017⁽¹⁾	Common Stock, $0.01 par value	1,193,118	$8	D
Warant (right to buy)	04/18/2012	12/18/2017⁽¹⁾	Common Stock, $0.01 par value	426,666	$8	I	By Marcy Fragrance Trading Co. LLC⁽²⁾

Explanation of Responses:

1. Pursuant to the terms of the warrants, under certain circumstances the expiration date to the warrants may be extended to the forty-fifth day following the last day by which a notice of intent to renew a license agreement among the Reporting Person, S. Carter Enterprises, LLC ("SCC") and Artistic Brands Development, LLC ("Artistic Brands") must be delivered by Artistic Brands to SCC.

2. Mr. Carter has sole voting and dispostive power over the warrants held by Marcy Fragrance Trading Co. LLC.

	Shawn Corey Carter /s/	05/01/2012
	** 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).
** 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.
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