Torrid (CURV) Form 4 Torrid / Stefan L Kaluzny 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Sycamore Partners Torrid, L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2024

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, par value $0.01 per share	09/19/2024		S(1)		1,092,442	D	$3.8	73,976,602(1)	D(2)(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^*

Sycamore Partners Torrid, L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners Associates-C, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners Associates, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners Associates Investments, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners (Co-Invest), L.L.C.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sycamore Partners Associates Co-Invest, L.P.

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kaluzny Stefan L

(Last) (First) (Middle)

9 W. 57TH STREET, 31ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock were sold by Sycamore Partners Torrid, L.L.C., a Delaware limited liability company, in connection with the exercise of the underwriters' option to purchase additional shares of common stock in a registered public offering, which closed on September 19, 2024, at a price of $3.80 (net of underwriting discount).

2. This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore Partners Torrid, (b) Sycamore Partners, L.P., (c) Sycamore Partners Associates-C, L.P., (d) Sycamore Partners Associates, L.P., (e) Sycamore Partners Associates Investments, L.P., (f) Sycamore Partners (Co-Invest), L.L.C. (g) Sycamore Partners Associates Co-Invest, L.P. (the entities listed in clauses (b) through (g), the "Sycamore Entities") and (h) Mr. Stefan Kalunzy. Sycamore Partners Torrid is owned directly or indirectly by the Sycamore Entities. The direct or indirect general partners or managing members of each of the Sycamore Entities are controlled directly or indirectly by Mr. Kaluzny.

3. (Continued from footnote 2) Each Sycamore Entity and Mr. Kaluzny expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4, except to the extent of their respective pecuniary interest therein, if any.

4. The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.

	/s/ Stefan Kaluzny	09/20/2024
	** 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.