SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/05/2013	3. Issuer Name and Ticker or Trading Symbol CACHE INC [ CACH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	415,680	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Mill Road Capital, L.P. (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

1. Name and Address of Reporting Person* Mill Road Capital GP LLC (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

1. Name and Address of Reporting Person* LYNCH THOMAS E (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

1. Name and Address of Reporting Person* Scharfman Scott (Last) (First) (Middle) 382 GREENWICH AVE SUITE ONE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of 10% owner group

Explanation of Responses:

1. The shares reported are directly held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund and, as such, has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has the shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP and the Fund. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Remarks:

On February 5, 2013, the Fund entered into an Investment Agreement and a Voting Agreement with the Issuer and MFP Partners, L.P. ("MFP"). Pursuant to these agreements, the Reporting Persons for this Form 3 may be deemed to have the shared power to vote (or direct the vote of), and thus beneficial ownership under Rule 13d-3 promulgated under the Exchange Act of 1934, as amended (the "Exchange Act"), of, 2,203,749 shares of the Issuer's common stock directly held by MFP as of that date. Except to the extent that any such Reporting Person may be so deemed to have the shared power to vote (or direct the vote of) of these 2,203,749 shares, neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any such Reporting Person that he or it is the beneficial owner of such shares for purposes of Sections 13(d) or 16 of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	02/15/2013
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	02/15/2013
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney	02/15/2013
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney	02/15/2013
	** 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 5 (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).
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