JM-CO Capital Fund Form 4 Perfumania / Rene Garcia 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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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^*

Garcia Rene

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Perfumania Holdings, Inc. [ PERF ]

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% 13D Group

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2017

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, $0.01 par value(1)	08/25/2017		J(2)		619,751	D	$0.00	830,236	D(3)(4)

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^*

Garcia Rene

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JM-CO Capital Fund, LLC

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carolina Marie Garcia Pirez 2012 Dynasty Trust

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Jacqueline Marie Garcia Haley 2012 Dynasty Trust

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Victor Garcia 2012 Dynasty Trust

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pirez Carolina Marie Garcia

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haley Jacqueline Marie Garcia

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Garcia Victor R.

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Premier Trust, Inc.

(Last) (First) (Middle)

6900 N.W. 25TH STREET

(Street)

MIAMI FL 33122

(City) (State) (Zip)

Explanation of Responses:

1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. In order to facilitate the reorganization of the issuer under Chapter 11 of the Bankruptcy Code, the shares (which have no value and will be cancelled for no consideration upon confirmation of the Issuer's Plan of Reorganization) were transferred to a new limited liability company in exchange for membership interests in the limited liability company. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein.

3. These shares are owned directly by JM-CO Capital Fund, LLC ("JM-CO") and indirectly by Jacqueline Marie Garcia Haley ("Haley"), as Manager. As members of JM-CO, the Carolina Marie Garcia Pirez 2012 Dynasty Trust ("CMGP Trust"), the Jacqueline Marie Garcia Haley 2012 Dynasty Trust ("JMGH Trust") and the Victor Garcia 2012 Dynasty Trust ("VG Trust") may be deemed to be the beneficial owners of the shares held by JM-CO. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may be deemed to be the beneficial owner of the shares owned directly by JM-CO. Premier Trust, Inc. ("Premier") is the Trustee of each of the reported trusts, Haley is the Successor Trust Protector of the CMGP Trust and Carolina Marie Garcia Pirez ("Pirez") is the Successor Trust Protector of the JMGH and VC Trusts. (continued in footnote 4)

4. Each of Premier, as trustee of the reported trusts, and Haley and Pirez, as Successor Trust Protectors, may be deemed to indirectly beneficially own the shares held directly by JM-CO.

Remarks:

	/s/ Mark F. Coldwell, Attorney in Fact for Rene Garcia	11/03/2017
	JM-CO Capital Fund, LLC; By: /s/ Mark F. Coldwell, Attorney in Fact for JM-CO Capital Fund, LLC	11/03/2017
	Carolina Marie Garcia Pirez 2012 Dynasty Trust; By: /s/ Mark F. Coldwell, Attorney in Fact for The Carolina Marie Garcia Pirez 2012 Dynasty Trust	11/03/2017
	Jacqueline Marie Garcia Haley 2012 Dynasty Trust; By: /s/ Mark F. Coldwell, Attorney in Fact for The Jacqueline Marie Garcia Haley 2012 Dynasty Trust	11/03/2017
	Victor Garcia 2012 Dynasty Trust; By: /s/ Mark F. Coldwell, Attorney in Fact for The Victor Garcia 2012 Dynasty Trust	11/03/2017
	Carolina Marie Garcia Pirez; By: /s/ Mark F. Coldwell, Attorney in Fact for Carolina Marie Garcia Pirez	11/03/2017
	Jacqueline Marie Garcia Haley; By: /s/ Mark F. Coldwell, Attorney in Fact for Jacqueline Marie Garcia Haley	11/03/2017
	Victor Garcia; By: /s/ Mark F. Coldwell, Attorney in Fact for Victor Garcia	11/03/2017
	Premier Trust, Inc.; By: /s/ Mark F. Coldwell, Attorney in Fact for Premier Trust, Inc.	11/03/2017
	** 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 4 (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).
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