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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Perfumania Holdings, Inc. [ PERF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/11/2017 | ||||||||||||||||||||||||||
| 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, $0.01 par value | 10/11/2017 | D(1) | 8,362,032(2) | D | $0.00 | 0 | I | By LLC | ||
| Common Stock, $0.01 par value | 10/11/2017 | A | 1,000(3) | A | (3) | 1,000(4) | I | By LLC | ||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 830,236 | D | $0.00 | 0 | D(5)(6) | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 17,257 | D | $0.00 | 0 | D | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 101,333 | D | $0.00 | 0 | D(7) | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 227,847 | D | $0.00 | 0 | D(8) | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 121,615 | D | $0.00 | 0 | D(9) | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 121,615 | D | $0.00 | 0 | D(10) | |||
| Common Stock, $0.01 par value | 10/11/2017 | D(1) | 121,615 | D | $0.00 | 0 | D(11) | |||
| 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 | ||||||||
| Warrants (right to purchase) | $23.94 | 10/11/2017 | D(1) | 72,738 | 08/11/2008 | 08/11/2018 | Common Stock, $0.01 par value | 72,738 | $0.00 | 0 | D | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 170,666 | 04/18/2012 | 12/18/2017 | Common Stock, $0.01 par value | 170,666 | $0.00 | 0 | D(7) | ||||
| Warrants (right to purchase) | $23.94 | 10/11/2017 | D(1) | 26,997 | 08/11/2008 | 08/11/2018 | Common Stock, $0.01 par value | 26,997 | $0.00 | 0 | D(7) | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 191,999 | 04/18/2012 | 04/18/2020 | Common Stock, $0.01 par value | 191,999 | $0.00 | 0 | D(7) | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 170,666 | 04/18/2012 | 12/18/2017 | Common Stock, $0.01 par value | 170,666 | $0.00 | 0 | D(8) | ||||
| Warrants (right to purchase) | $23.94 | 10/11/2017 | D(1) | 26,997 | 08/11/2008 | 08/11/2018 | Common Stock, $0.01 par value | 26,997 | $0.00 | 0 | D(8) | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 192,000 | 04/18/2012 | 04/18/2020 | Common Stock, $0.01 par value | 192,000 | $0.00 | 0 | D(8) | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 170,666 | 04/18/2012 | 12/18/2017 | Common Stock, $0.01 par value | 170,666 | $0.00 | 0 | D(9) | ||||
| Warrants (right to purchase) | $23.94 | 10/11/2017 | D(1) | 26,997 | 08/11/2008 | 08/11/2018 | Common Stock, $0.01 par value | 26,997 | $0.00 | 0 | D(9) | ||||
| Warrants (right to purchase) | $8 | 10/11/2017 | D(1) | 192,000 | 04/18/2012 | 04/18/2020 | Common Stock, $0.01 par value | 192,000 | $0.00 | 0 | D(9) | ||||
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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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: |
| 1. In order to facilitate the reorganization of the issuer under Chapter 11 of the Bankruptcy Code, these securities (which had no value) were cancelled for no consideration upon effectiveness of the issuer's Plan of Reorganization. |
| 2. Represents all the issuer shares held by the limited liability company before cancellation. |
| 3. Pursuant to the Chapter 11 bankruptcy proceeding, upon effectiveness of the issuer's Plan of Reorganization, a total of $14,263,460, which the Reporting Persons and other non-affiliates of the Reporting Persons were required to contribute to the limited liability company, was provided to the issuer in consideration of the issuance of these shares. |
| 4. Represents all the issuer shares held by the limited liability company. |
| 5. These shares were 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 have been deemed to be the beneficial owners of the shares previously held by JM-CO. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously 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 6) |
| 6. As a result, each of Premier, as trustee of the reported trusts and Haley and Pirez, as Successor Trust Protectors, may have been deemed to indirectly beneficially own the shares previously held directly by JM-CO. |
| 7. These shares were owned directly by Aqua Capital Fund, LLC ("Aqua Capital") and indirectly by Jacavi Investments, LLC, as Manager ("Jacavi"), and Haley, as Manager of Jacavi. As the members of Jacavi and Aqua Capital, the CMGP Trust, the JMGH Trust and the VG Trust may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by Aqua Capital. Premier, as trustee of such trusts, and Haley and Pirez, as Successor Trust Protectors of such trusts, may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital. |
| 8. These shares were owned directly by RGarcia Investment Holdings, LLC ("RGarcia Holdings") and indirectly by Rene Garcia, as Manager. As the members of RGarcia Holdings, each of the Garcia 2012 Family Dynasty Trust #2 and the Garcia 2012 Family Dynasty Trust #3 (collectively, the "Garcia Trusts") may have been deemed to be the beneficial owners of the shares previously owned directly by RGarcia Holdings. As co-trustees of such trusts, each of Pirez, Haley and Victor Garcia ("VGarcia") may have been deemed to be the beneficial owners of the shares previously held directly by RGarcia Holdings. |
| 9. These securities were owned directly by the CMGP Trust. As the investment adviser of CMGP Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Trustee of CMGP Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Successor Trust Protector of CMGP Trust, Haley may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. |
| 10. These securities were owned directly by the JMGH Trust. As the investment adviser of JMGH trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Trustee of JMGH Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Successor Trust Protector of JMGH Trust, Pirez may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. |
| 11. These securities were owned directly by the VG Trust. As the investment adviser of VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by VG Trust. As the Trustee of VG Trust, Premier may have been deemed the beneficial of the shares previously owned directly by VG Trust. As the Successor Trust Protector of VG Trust, Pirez may have been deemed to be the beneficial owner of the share previously owned directly by VG Trust. |
| Remarks: |
| The individuals and entities listed in notes above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. This is the first of two Form 4 filings made on the same date as the number of Reporting Persons exceeds the Form 4 limit. Additional Reporting Persons are listed on the second Form 4. |
| /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 | |
| Garcia 2012 Family Dynasty Trust #2; By: /s/ Mark F. Coldwell, Attorney in Fact for Garcia 2012 Family Dynasty Trust #2 | 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). | ||
| 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. | ||