This Amendment No. 3 (“Amendment No. 3”) to the statement on Schedule 13D filed on December 29, 2006 with the Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 filed with the SEC on July 10, 2007 and Amendment No. 2 filed with the SEC on March 15, 2010 (the “Schedule 13D”), is filed with respect to the common stock, par value $0.10 per share (the “Common Stock”) of Joe's Jeans Inc. (f/k/a Innovo Group Inc.), a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Except as expressly provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) and (b) The information contained on the cover pages of this Amendment No. 3 is incorporated herein by reference. As of the date hereof, BSS has (i) beneficial ownership (within the meaning of Rule 13d-3 under the Act) and (ii) shared power to vote or direct the vote and shared power to dispose or direct the disposition of 3,053,696 shares of Common Stock, which represents approximately 4.96% of the shares of Common Stock issued and outstanding.
As a result of holding the majority of the membership interests of BSS, Mr. Sternlicht may be deemed to have (i) beneficial ownership (within the meaning of Rule 13d-3 under the Act) and (ii) shared power to vote or direct the vote and shared power to dispose or direct the disposition of 3,053,696 shares of Common Stock, which represents approximately 4.96% of the shares of Common Stock issued and outstanding.
(c) The type of transaction, transaction date, number of shares, and price per share for all transactions in the Common Stock by the Reporting Persons since the most recent filing under Schedule 13D are set forth on Exhibit A attached hereto and incorporated herein by reference. All trades by the Reporting Persons were done in the open market.
(d) Not applicable.
(e) As of the close of business on April 9, 2010, the Reporting Persons ceased to be subject to beneficial ownership filing requirements under Section 13(d) of the Exchange Act, as amended, as their beneficial ownership of Common Stock was as of that date and is as of the date hereof below 5% of the shares of Common Stock issued and outstanding.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| BSS-JOE’S INVESTORS, LLC | |
| | | |
Dated: April 13, 2010 | By: | /s/ Matthew D. Eby | |
| Name: | Matthew D. Eby | |
| Title: | Authorized Officer | |
| | | |