Amended Statement of Beneficial Ownership (sc 13d/a)
December 23 2014 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 9)
Under the Securities Exchange Act of
1934
dELiA*s,
Inc.
(Name of Issuer)
Common
Stock, $.001 par value per share
(Title of Class of Securities)
246911101
(CUSIP Number)
Michael Zimmerman |
Mathew B. Hoffman, Esq. |
Prentice Capital Management, LP |
Greenberg Traurig, P.A. |
33 Benedict Place, 2nd Floor |
401East Las Olas Blvd, Suite 2000 |
Greenwich, CT 06830 |
Fort Lauderdale, FL 33301 |
(212) 756-8040 |
(954) 768-8203 |
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
9, 2014
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. o
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-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).
Cusip No. 246911101
|
1. |
Names of Reporting Persons.
I.R.S. Identification
Nos. of above persons (entities only):
Prentice Capital Management, LP |
|
|
2. |
Check the Appropriate Box if
a Member of a Group (See Instructions): |
|
|
(a) £ |
|
|
|
(b) x |
|
|
|
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): o |
|
|
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
0 |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0 Shares |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|
|
13. |
Percent of Class Represented by Amount in Row (11):
0% |
|
|
14. |
Type of Reporting Person (See Instructions): PN |
Cusip No. 246911101
|
1. |
Names of Reporting Persons.
I.R.S. Identification
Nos. of above persons (entities only):
PRENDEL LLC |
|
|
2. |
Check the Appropriate Box if
a Member of a Group (See Instructions): |
|
|
(a) £ |
|
|
|
(b) x |
|
|
|
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): o |
|
|
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
0 |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0 Shares |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|
|
13. |
Percent of Class Represented by Amount in Row (11):
0% |
|
|
14. |
Type of Reporting Person (See Instructions): OO |
Cusip No. 246911101
|
1. |
Names of Reporting Persons.
I.R.S. Identification
Nos. of above persons (entities only):
Michael Zimmerman |
|
|
2. |
Check the Appropriate Box if
a Member of a Group (See Instructions): |
|
|
(a) £ |
|
|
|
(b) x |
|
|
|
3. |
SEC Use Only |
|
|
4. |
Source of Funds (See Instructions): WC,
OO |
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
|
|
6. |
Citizenship or Place of Organization: United
States of America |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
0 |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0 Shares |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|
|
13. |
Percent of Class Represented by Amount in Row (11):
0% |
|
|
14. |
Type of Reporting Person (See Instructions): IN |
Cusip No. 246911101
|
1. |
Names of Reporting Persons.
I.R.S. Identification
Nos. of above persons (entities only):
Mario Ciampi |
|
|
2. |
Check the Appropriate Box if
a Member of a Group (See Instructions): |
|
|
(a) £ |
|
|
|
(b) x |
|
|
|
3. |
SEC Use Only |
|
|
4. |
Source of Funds (See Instructions): OO |
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o |
|
|
6. |
Citizenship or Place of Organization: United
States of America |
Number of Shares Beneficially Owned by Each Reporting Person With |
7. |
Sole Voting Power
0 |
|
8. |
Shared Voting Power
0 |
|
9. |
Sole Dispositive Power
0 |
|
10. |
Shared Dispositive Power
0 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0 Shares |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o |
|
|
13. |
Percent of Class Represented by Amount in Row (11):
0% |
|
|
14. |
Type of Reporting Person (See Instructions): IN |
Reference
is made to the Statement on Schedule 13D, as previously amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 thereto (as amended, the “Schedule 13D”),
filed on behalf of Prentice Capital Management, LP (“Prentice Capital Management”), Michael Zimmerman (“Mr.
Zimmerman”), Mario Ciampi (“Mr. Ciampi”) and PRENDEL LLC (“PRENDEL”; PRENDEL, Prentice
Capital Management, Mr. Zimmerman and Mr. Ciampi are collectively referred to as, the “Reporting Persons”),
relating to the Common Stock, par value $.001 per share (the “Common Stock”), of dELiA*s, Inc. (the “Issuer”).
The Reporting Persons
are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.
Prentice Capital
Management serves as the investment manager of PRENDEL and has the authority to vote and dispose of all securities owned by PRENDEL.
As a result, Prentice Capital Management may be deemed to be the beneficial owner of the securities owned by PRENDEL. Mr. Zimmerman
is the managing member of the general partner of Prentice Capital Management. As a result, Mr. Zimmerman may be deemed to be control
Prentice Capital Management and PRENDEL and therefore may be deemed to be the beneficial owner of the securities owned by PRENDEL.
Each of Prentice Capital Management and Mr. Zimmerman disclaim beneficial ownership of the shares of Common Stock previously owned
by PRENDEL, except to the extent of their pecuniary interest therein.
This Amendment
No. 9 to the Schedule 13D amends the Schedule 13D as follows.
| Item 5. | Interest in Securities of the Issuer |
Paragraphs (a),
(b), (c) and (e) of Item 5 of the Schedule 13D are amended and restated as follows:
| (a) | See rows (11) and (13) of the cover pages to this
Amendment No. 9 for the aggregate number of shares of Common Stock and percentage of the Common Stock beneficially owned
by each of the Reporting Persons. |
| (b) | See rows (7) through (10) of the cover pages to this
Amendment No. 9 for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power
to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | On December 5, 2014, PRENDEL converted its 20,000
shares of Series B Convertible Preferred Stock of the Issuer into 2,500,000 shares of Common Stock. |
During
the past sixty (60) days, the Reporting Persons effected the transactions set forth on Exhibit A annexed hereto.
| (e) | On December 17, 2014, the Reporting Persons ceased
to be the beneficial owners of more than five percent of the Common Stock. |
Signatures
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2014
|
PRENDEL LLC |
|
|
|
|
By: |
Prentice Capital Management, LP, its
Manager |
|
|
|
|
|
|
|
By: |
/s/ Michael Zimmerman |
|
|
Name: Michael Zimmerman |
|
|
Title: CEO |
|
|
|
|
|
|
|
PRENTICE CAPITAL MANAGEMENT, LP |
|
|
|
|
|
|
|
By: |
/s/ Michael Zimmerman |
|
|
Name: Michael Zimmerman |
|
|
Title: CEO |
|
|
|
|
|
|
|
/s/ Michael Zimmerman |
|
|
Michael Zimmerman |
|
|
|
|
|
|
|
/s/ Mario Ciampi |
|
|
Mario Ciampi |
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit A
Name of Reporting Person |
Date of Transaction |
Number of Shares of Common Stock Sold |
Price Per Share |
Transaction Effected |
PRENDEL LLC |
12/09/2014 |
1,394,843 |
$0.0172 |
Open Market Sale |
PRENDEL LLC |
12/10/2014 |
625,792 |
$0.0174 |
Open Market Sale |
PRENDEL LLC |
12/11/2014 |
442,616 |
$0.0123 |
Open Market Sale |
PRENDEL LLC |
12/17/2014 |
100,000 |
$0.0065 |
Open Market Sale |
PRENDEL LLC |
12/17/2014 |
950,000 |
$0.0063 |
Open Market Sale |
PRENDEL LLC |
12/17/2014 |
950,000 |
$0.0062 |
Open Market Sale |
PRENDEL LLC |
12/17/2014 |
100,000 |
$0.0066 |
Open Market Sale |
PRENDEL LLC |
12/17/2014 |
900,000 |
$0.007 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
900,000 |
$0.0055 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
171,429 |
$0.0054 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
550,000 |
$0.0054 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
300,000 |
$0.0054 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
200,000 |
$0.0054 |
Open Market Sale |
PRENDEL LLC |
12/18/2014 |
950,000 |
$0.0053 |
Open Market Sale |
Michael Zimmerman |
12/12/2014 |
184,200 |
$0.0104 |
Open Market Sale |
Mario Ciampi |
12/09/2014 |
77,239 |
$0.0163 |
Open Market Sale |
(MM) (NASDAQ:DLIA)
Historical Stock Chart
From May 2024 to Jun 2024
(MM) (NASDAQ:DLIA)
Historical Stock Chart
From Jun 2023 to Jun 2024