| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PACIFIC SUNWEAR OF CALIFORNIA INC [ PSUN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/27/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 03/27/2015 | S | 53,497 | D | $2.78 | 20,111,730 | D | |||
| Common Stock, par value $0.01 per share | 03/30/2015 | S | 69,461 | D | $2.79 | 20,042,269 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| Remarks: |
| (1) This Form 4 is filed jointly by GI2 Ltd, a Cayman Islands exempted company ("GI2"), Eleonas Ltd, a Cayman Islands exempted company ("Eleonas"), the Nisos Purpose Trust (the "Nisos Trust"), AMCO PTC, a Cayman Islands exempted company ("AMCO"), as trustee on behalf of the Nisos Trust, and Panayotis Constantinou, a Venezuelan citizen ("P. Constantinou"? each of P.Constantinou, GI2, Eleonas, the Nisos Trust and AMCO are referred to herein as a "Reporting Person") as ten percent beneficial owners of Pacific Sunwear of California, Inc. (the "Issuer"). (P.Constantinou has a limited power of attorney with respect to the trading account of GI2.) The principal address of P. Constantinou is Zalokosta 14, Paleo Psihiko, Athens 15452, Greece. The principal address of Eleonas, the Nisos Trust and AMCO is c/o Maples and Calder, P.O. Box 309, UGland House, South Church Street, George Town, Grand Cayman, KY11104. P. Constantinou and AMCO each disclaim beneficial ownership of the securities listed herein reported as beneficially owned by any such Reporting Person in excess of their pecuniary interest in such securities, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| GI2 LTD, /s/ Stuart McLuckie & /s/ Bhavnita Gorani, Authorized Signatories of Thur International SA | 03/31/2015 | |
| ELEONAS LTD, /s/ Stuart McLuckie & /s/ Bhavnita Gorani, Authorized Signatories of Thur International SA | 03/31/2015 | |
| NISOS PURPOSE TRUST , AMCO PTC AS TRUSTEE, /s/ Stuart McLuckie & /s/ Bhavnita Gorani, Authorized Signatories of Thur International SA | 03/31/2015 | |
| AMCO PTC, /s/ Melinda Cartwright & /w/ Kimberly Stachan, Melinda Cartwright and Kimberly Stachan | 03/31/2015 | |
| /s/ Panayotis Constantinou, PANAYOTIS CONSTANTINOU | 03/31/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
