ARO Liquidation (AROP) Form 4 AEROPOSTALE / Partners GP, L.L.C. Sycamore ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kaluzny Stefan L

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AEROPOSTALE INC [ ARO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2016		S		30,792(1)(2)	D	$0.2332	0	D
Common Stock	02/03/2016		S		140,000	D	$0.2422	6,110,000	I	Shares held by entities controlled by the Reporting Persons
Common Stock	02/04/2016		S		221,000	D	$0.2366	5,889,000	I	Shares held by entities controlled by the Reporting Persons
Common Stock	02/05/2016		S		339,000	D	$0.2064	5,550,000	I	Shares held by entities controlled by the Reporting Persons
Common Stock	02/08/2016		S		5,550,000	D	$0.1667	0	I	Shares held by entities controlled by the Reporting Persons
Common Stock								3,932,018(3)(4)	I	Shares held by entities controlled by the Reporting Persons

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Kaluzny Stefan L

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners MM, L.L.C.

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners GP, L.L.C.

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lemur LLC

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aero Investors LLC

(Last) (First) (Middle)

C/O SYCAMORE PARTNERS

9 WEST 57TH STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. These were restricted shares of the Issuer's common stock which were granted to Stefan L. Kaluzny upon his appointment to the Board of Directors on May 23, 2014 as part of the Issuer's Board member compensation program. The restricted shares vested on May 23, 2015. Mr. Kaluzny served on the Board of Directors until his term expired at the Company's 2015 annual meeting of stockholders.

2. Mr. Kaluzny was appointed to the Board of Directors by virtue of the terms of that certain Investor Rights Agreement between the Issuer and Aero Investors LLC and the terms of the Certificate of Designation of Preferences of Convertible Series B Preferred Stock of the Issuer. Pursuant to such agreements, Aero Investors LLC or (or Sycamore Partners Management L.L.C. and any of its affiliates who is a transferee thereof) had the right to designate up to two directors to the Issuer's Board of Directors. Accordingly, Mr. Kaluzny had assigned all rights to compensation he received in connection with his position on the Issuer's Board of Directors, including equity compensation, to the management company he controls, Sycamore Partners Management, L.L.C., which is controlled by Sycamore Partners MM, L.L.C.

3. Represents 3,932,018 shares of common stock of the Issuer that are issuable in the future upon the full conversion of 1,000 shares of the Series B Preferred Stock of the Issuer upon payment of the conversion price ($7.25 per share of preferred stock).

4. These securities are beneficially owned by Aero Investors LLC, which is a member of a "group" with Lemur LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Mr. Kaluzny for purposes of Section 13(d) of the Exchange Act. Sycamore Partners GP, L.L.C. is the general partner or managing member, as applicable, of each of the members of Aero Investors LLC. Sycamore Partners MM, L.L.C. is the managing member of Sycamore Partners GP, L.L.C. Mr. Kaluzny is the managing member of Sycamore Partners MM, L.L.C. and Aero Investors LLC. As a result, each of Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Mr. Kaluzny may be deemed to be the beneficial owners of the shares of common stock deemed to be beneficially owned by Aero Investors LLC.

	/s/ Stefan L. Kaluzny	02/10/2016
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C.	02/10/2016
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the Managing Member of Sycamore Partners GP, L.L.C.	02/10/2016
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the Managing Member of Sycamore Partners GP, L.L.C., the General Partner of SP Investment Holdings L.P., the Managing Member of Lemur LLC	02/10/2016
	/s/ Stefan L. Kaluzny, President and Chief Executive Officer of Aero Investors LLC	02/10/2016
	** Signature of Reporting Person	Date
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