0000902664-15-000011.txt : 20150106 0000902664-15-000011.hdr.sgml : 20150106 20150106125342 ACCESSION NUMBER: 0000902664-15-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150106 DATE AS OF CHANGE: 20150106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WET SEAL INC CENTRAL INDEX KEY: 0000863456 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 330415940 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41525 FILM NUMBER: 15508999 BUSINESS ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 BUSINESS PHONE: 7145839029 MAIL ADDRESS: STREET 1: 26972 BURBANK CITY: FOOTHILL RANCH STATE: CA ZIP: 92610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINTON GROUP INC CENTRAL INDEX KEY: 0001134119 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128250400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVE. STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 p15-0007sc13da.htm WEAT SEAL

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 22)*

The Wet Seal, Inc.
(Name of Issuer)

Class A Common Stock, par value $0.10 per share
(Title of Class of Securities)

961840105
(CUSIP Number)


Marc Weingarten and David E. Rosewater Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 5, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 12 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 961840105

SCHEDULE 13D/A

Page 2 of 12

1	NAME OF REPORTING PERSON Clinton Magnolia Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,084,083 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,084,083 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,084,083 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.29%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 961840105

SCHEDULE 13D/A

Page 3 of 12

1	NAME OF REPORTING PERSON Clinton Relational Opportunity Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,834,127 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,834,127 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,834,127 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.17%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 961840105

SCHEDULE 13D/A

Page 4 of 12

1	NAME OF REPORTING PERSON Clinton Relational Opportunity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,834,127 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 1,834,127 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,834,127 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.17%
14	TYPE OF REPORTING PERSON CO; IA

CUSIP No. 961840105

SCHEDULE 13D/A

Page 5 of 12

1	NAME OF REPORTING PERSON Clinton Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,206,233 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,206,233 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,206,233 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99%
14	TYPE OF REPORTING PERSON CO; IA

CUSIP No. 961840105

SCHEDULE 13D/A

Page 6 of 12

1	NAME OF REPORTING PERSON George E. Hall
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,206,233 shares of Class A Common Stock
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,206,233 shares of Class A Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,206,233 shares of Class A Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 961840105

SCHEDULE 13D/A

Page 7 of 12

This Amendment No. 22 (“Amendment No. 22”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2012 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on September 5, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on September 13, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on September 17, 2012 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on September 19, 2012 (“Amendment No. 4”), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on September 21, 2012 (“Amendment No. 5”), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on September 27, 2012 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on October 1, 2012 (“Amendment No. 7”), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on October 3, 2012 (“Amendment No. 8”), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on October 5, 2012 (“Amendment No. 9”), Amendment No. 10 to the Original Schedule 13D, filed with the SEC on October 22, 2012 (“Amendment No. 10”), Amendment No. 11 to the Original Schedule 13D, filed with the SEC on February 13, 2013 (“Amendment No. 11”), Amendment No. 12 to the Original Schedule 13D, filed with the SEC on June 25, 2013 (“Amendment No. 12”), Amendment No. 13 to the Original Schedule 13D, filed with the SEC on August 22, 2013 (“Amendment No. 13”), Amendment No. 14 to the Original Schedule 13D, filed with the SEC on September 17, 2013 (“Amendment No. 14”), Amendment No. 15 to the Original Schedule 13D, filed with the SEC on December 17, 2013 (“Amendment No. 15”), Amendment No. 16 to the Original Schedule 13D, filed with the SEC on March 11, 2014 (“Amendment No. 16”), Amendment No. 17 to the Original Schedule 13D, filed with the SEC on March 21, 2014 (“Amendment No. 17”), Amendment No. 18 to the Original Schedule 13D, filed with the SEC on September 3, 2014 (“Amendment No. 18”), Amendment No. 19 to the Original Schedule 13D, filed with the SEC on October 8, 2014 (“Amendment No. 19”), Amendment No. 20 to the Original Schedule 13D, filed with the SEC on October 29, 2014 (“Amendment No. 20”) and Amendment No. 21 to the Original Schedule 13D, filed with the SEC on November 19, 2014 (“Amendment No. 21”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, Amendment No. 18, Amendment No. 19, Amendment No. 20 and this Amendment No. 22, the “Schedule 13D”) with respect to the Class A common stock, par value $0.10 per share (the “Class A Common Stock”), of The Wet Seal, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 22 have the meanings set forth in the Schedule 13D. This Amendment No. 22 amends Items 3, 5 and 6 as set forth below. This is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

CUSIP No. 961840105

SCHEDULE 13D/A

Page 8 of 12

Clinton used approximately $3,120,000 (including brokerage commissions) in the aggregate to acquire the shares of Class A Common Stock reported herein as beneficially owned.

Funds for the purchase of the Class A Common Stock reported herein as beneficially held by Clinton were derived from (i) available working capital of Magnolia, for the shares of Class A Common Stock held directly by it; (ii) available working capital of CREL, for the shares of Class A Common Stock held directly by it; and (iii) margin borrowings described in the following sentence, for the shares of Class A Common Stock held directly by Magnolia and CREL. Such Class A Common Stock is held by Clinton in commingled margin accounts, which may extend margin credit to Clinton from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Class A Common Stock reported herein as beneficially owned by Clinton.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a) – (c) and (e) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

	(a) The aggregate number and percentage of shares of Class A Common Stock to which this Schedule 13D relates is 4,206,233 shares of Class A Common Stock, constituting approximately 4.99% of the Issuer’s currently outstanding Class A Common Stock. The aggregate number and percentage of shares of Class A Common Stock reported herein are based upon the 84,358,776 shares of Class A Common Stock outstanding as of December 5, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended November 1, 2014 filed with the SEC on December 10, 2014.

	(i) Magnolia
		(a)	As of the close of business on January 5, 2015, Magnolia may be deemed the beneficial owner of 1,084,083 shares of Class A Common Stock.
			Percentage: Approximately 1.29% as of the close of business on January 5, 2015.
		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,084,083 shares of Class A Common Stock
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,084,083 shares of Class A Common Stock

	(ii) CREL:
		(a)	As of the close of business on January 5, 2015, CREL may be deemed the beneficial owner of 1,834,127 shares of Class A Common Stock.
			Percentage: Approximately 2.17% as of the close of business on January 5, 2015.
		(b)	1.	Sole power to vote or direct vote: 0
			2.	Shared power to vote or direct vote: 1,834,127 shares of Class A Common Stock
			3.	Sole power to dispose or direct the disposition: 0
			4.	Shared power to dispose or direct the disposition: 1,834,127 shares of Class A Common Stock

	(iii) CRO:
		(a)	As of the close of business on January 5, 2015, CRO may be deemed the beneficial owner of 1,834,127 shares of Class A Common Stock.

CUSIP No. 961840105

SCHEDULE 13D/A

Page 9 of 12

		Percentage: Approximately 2.17% as of the close of business on January 5, 2015.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 1,834,127 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 1,834,127 shares of Class A Common Stock

(iv) CGI:
	(a)	As of the close of business on January 5, 2015, CGI may be deemed the beneficial owner of 4,206,233 shares of Class A Common Stock.
		Percentage: Approximately 4.99% as of the close of business on January 5, 2015.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 4,206,233 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 4,206,233 shares of Class A Common Stock

(v) Mr. Hall:
	(a)	As of the close of business on January 5, 2015, Mr. Hall may be deemed the beneficial owner of 4,206,233 shares of Class A Common Stock.
		Percentage: Approximately 4.99% as of the close of business on January 5, 2015.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 4,206,233 shares of Class A Common Stock
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 4,206,233 shares of Class A Common Stock

(b) By virtue of investment management agreements with Magnolia, its ownership of CRO and a sub-advisory agreement governing a portion of a mutual fund portfolio (“CASF”) that holds 1,288,023 shares of Class A Common Stock, CGI has the power to vote or direct the voting, and to dispose or direct the disposition, of all of the 4,206,233 shares of Class A Common Stock beneficially owned by Magnolia and CREL and held by CASF. By virtue of his direct and indirect control of CGI, Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all Class A Common Stock as to which CGI has voting power or dispositive power. (c) All transactions in Class A Common Stock effected by the Reporting Persons since the filing of Amendment No. 21 are set forth in Schedule B hereto. Unless otherwise indicated, all such transactions were effected in the open market. (e) January 5, 2015

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

CUSIP No. 961840105

SCHEDULE 13D/A

Page 10 of 12


Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

	As of the date hereof, the Reporting Persons are no longer party to option contracts on any shares of Class A Common Stock. Other than as previously reported in the Schedule 13D, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to securities of the Issuer.

CUSIP No. 961840105

SCHEDULE 13D/A

Page 11 of 12

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 6, 2015

		Clinton Magnolia Master Fund, Ltd.

		By:	Clinton Group, Inc., its investment manager

		By:	/s/ Francis Ruchalski
		Name:	Francis Ruchalski
		Title:	Chief Financial Officer

		Clinton Relational Opportunity Master Fund, L.P.

		By:	Clinton Relational Opportunity, LLC, its investment manager

		By:	/s/ John Hall
		Name:	John Hall
		Title:	Authorized Signatory

		Clinton Relational Opportunity, LLC

		By:	/s/ John Hall
		Name:	John Hall
		Title:	Authorized Signatory

		Clinton Group, Inc.

		By:	/s/ Francis Ruchalski
		Name:	Francis Ruchalski
		Title:	Chief Financial Officer


		/s/ George E. Hall
		George E. Hall

CUSIP No. 961840105

SCHEDULE 13D/A

Page 12 of 12

Schedule B

The following table sets forth all transactions with respect to the shares of Class A Common Stock effected since the filing of Amendment No. 21 by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

Magnolia

Date of Transaction	Shares Purchased (Sold)	Price per Share ($)
12/02/14	51,642	0.2598
12/04/14	(12,070)	0.2623
12/04/14	(10,901)	0.2651
12/11/14	(1,000)	0.0901
12/11/14	(24,000)	0.0912
12/11/14	(63,707)	0.0845
12/11/14	(36,042)	0.0917
01/05/15	(156,500)	0.0599

CREL

Date of Transaction	Shares Purchased (Sold)	Price per Share ($)
12/11/14	(1,000)	0.0901
12/11/14	(24,000)	0.0912
12/11/14	(66,741)	0.0845
12/11/14	(37,758)	0.0917

CASF

Date of Transaction	Shares Purchased (Sold)	Price per Share ($)
12/11/14	(1,000)	0.0901
12/11/14	(24,000)	0.0912
12/11/14	(60,056)	0.0845
12/11/14	(33,327)	0.0917

WKCAX

Date of Transaction	Shares Purchased (Sold)	Price per Share ($)
11/19/14	42,900	0.2843
11/19/14	6,300	0.2883
11/20/14	(100)	0.3675
12/03/14	(10,000)	0.2506
12/03/14	(40,000)	0.2525
12/05/14	(21,500)	0.2833
12/08/14	(28,400)	0.2935
12/09/14	(29,340)	0.2972
12/09/14	(500)	0.298
12/11/14	(2,000)	0.0901
12/11/14	(48,000)	0.0912
12/11/14	(112,866)	0.0845
12/11/14	(64,503)	0.0917