| 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)
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2. Issuer Name and Ticker or Trading Symbol
Childrens Place, Inc. [ PLCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2025 | ||||||||||||||||||||||||||
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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 | 01/31/2025 | X | 5,055,289(5)(6) | A | $9.75 | 12,057,076 | D(1)(2)(3)(4) | |||
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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 | ||||||||
| Subscription Rights (right to buy) | $9.75 | 01/31/2025 | X | 7,001,787 | 12/31/2024 | 01/31/2025 | Common Stock | 5,055,289 | $0 | 0 | D | ||||
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 addition to Mithaq Capital SPC, a segregated portfolio company organized under the laws of the Cayman Islands ("Mithaq"), this Form 4 is being filed jointly by Mithaq Global, a company organized under the laws of the Cayman Islands ("Mithaq Global"), Mithaq Capital, a company organized under the laws of the Cayman Islands ("Mithaq Capital"), Turki Saleh A. AlRajhi, a citizen of Saudi Arabia, Muhammad Asif Seemab, a citizen of Pakistan, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman Islands ("Snowball", and together with Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Muhammad Asif Seemab, the "Reporting Persons"), each of whom has the same business address as Mithaq and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). |
| 2. The amount reflected in Column 5 reflects 1,722 shares of the Issuer's common stock, par value $0.10 per share (the "Common Stock") held directly by Snowball, a wholly owned subsidiary of Mithaq. |
| 3. Mithaq and Mithaq Global are investment vehicles for certain members of the AlRajhi family, of which Turki Saleh A. AlRajhi is a member, and select other eligible investors that are employed by Mithaq or its affiliates. Mithaq is a controlled affiliate of Mithaq Capital. Mithaq Capital is a controlled affiliate of Mithaq Global, and acts as investment advisor for Mithaq. |
| 4. Mithaq, as a controlled affiliate of Mithaq Capital and Mithaq Capital, as the investment advisor for Mithaq and as a controlled affiliate of Mithaq Global, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. AlRajhi's position as a director of Mithaq, Mithaq Global and Mithaq Capital, Mr. AlRajhi may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Seemab's position as director of Mithaq and director and managing director of Mithaq Capital, Mr. Seemab may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
| 5. Represents the shares of Common Stock acquired by Mithaq and Snowball as a result of their exercise of all of their respective basic subscription rights received pursuant to the Issuer's previously announced rights offering that expired on January 31, 2025. Each basic subscription right entitled the holder thereof to purchase 0.7220 shares of Common Stock at $9.75 per whole share, rounding down for any fractional shares. |
| 6. Mithaq additionally exercised its over-subscription privilege pursuant to the rights offering in respect of a further up to 4,175,480 shares of Common Stock; however, the number of shares of Common Stock to be acquired by Mithaq pursuant to the over-subscription privilege is not known as of the date of this Form 4 since the Issuer has not yet announced final pro rata allocations and adjustments related to the over-subscription privilege. |
| Remarks: |
| Each of Turki Saleh A. AlRajhi and Muhammad Asif Seemab serves as a director on the Board of Directors of the Issuer and, as a result, the entities listed in these notes are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| Mithaq Capital SPC /s/ Turki Saleh A. AlRajhi, Director | 02/04/2025 | |
| Mithaq Global /s/ Turki Saleh A. AlRajhi, Director | 02/04/2025 | |
| Mithaq Capital /s/ Turki Saleh A. AlRajhi, Director | 02/04/2025 | |
| /s/ Turki Saleh A. AlRajhi | 02/04/2025 | |
| /s/ Muhammad Asif Seemab | 02/04/2025 | |
| Snowball Compounding Ltd. By: Mithaq Capital SPC, its sole stockholder /s/ Turki Saleh A. AlRajhi, Director | 02/04/2025 | |
| ** 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. | ||
