s13da_052410-orange.htm

CUSIP No. 685317109

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 7)*

Orange 21 Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

685317109

(CUSIP Number)

Seth W. Hamot

Costa Brava Partnership III L.P.

420 Boylston Street

Boston, MA 02116

(617) 595-4400

Jeffrey R. Katz, Esq.

Ropes & Gray LLP

One International Place

Boston, MA 02110

(617) 951-7000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 21, 2010

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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. 685317109

1.	NAME OF REPORTING PERSON: Costa Brava Partnership III L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 04-3387028
2.	(a) [ ] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 4,290,296
		9.	SOLE DISPOSITIVE POWER -0-
		10.	SHARED DISPOSITIVE POWER 4,290,296
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,290,296
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES[ ] CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.0%
14.	TYPE OF REPORTING PERSON* PN

CUSIP No. 685317109

1.	NAME OF REPORTING PERSON: Roark, Rearden & Hamot, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 10-0000708
2.	(a) [ ] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 4,290,296
		9.	SOLE DISPOSITIVE POWER -0-
		10.	SHARED DISPOSITIVE POWER 4,290,296
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,290,296
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES[ ] CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.0%
14.	TYPE OF REPORTING PERSON OO

CUSIP No. 685317109

1.	NAME OF REPORTING PERSON: Seth W. Hamot
2.	(a) [ ] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS 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 4,290,296
		9.	SOLE DISPOSITIVE POWER -0-
		10.	SHARED DISPOSITIVE POWER 4,290,296
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,290,296
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES[ ] CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 36.0%
14.	TYPE OF REPORTING PERSON IN, HC

CUSIP No. 685317109

AMENDMENT NO. 7 TO SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on August 26, 2008, as amended by Amendment No. 1 thereto filed on November 24, 2008, Amendment No. 2 thereto filed on December 9, 2008, Amendment No. 3 thereto filed on December 12, 2008, Amendment No. 4 thereto 13D filed on January 23, 2009, Amendment No. 5 thereto filed on February 23, 2009 and Amendment No. 6 thereto filed on December 9, 2009 (as so amended, the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined.

The following items of the Schedule 13D are hereby amended and restated to read in their entirety as follows:

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons are deemed to be the beneficial owners of 4,290,296 shares of Common Stock, representing approximately 36.0% of the Common Stock outstanding. This calculation is based on 11,927,954 shares of Common Stock outstanding as of May 12, 2010, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2010, as filed with the Commission on May 12, 2010.

(c) On May 21, 2010, Costa Brava Partnership III L.P. purchased 923,983 shares of Common Stock from Integrity Brands Fund, L.P. for $0.65 per share, pursuant to a Securities Purchase Agreement entered into between Integrity Brands Fund, L.P. and Costa Brava Partnership III L.P. (the "May 21, 2010 SPA"). The May 21, 2010 SPA is attached hereto as Exhibit A, and any description thereof is qualified in its entirety by reference thereto.

Item 7. Material to be filed as Exhibits.

Exhibit A – May 21, 2010 SPA (appears at page 7)

CUSIP No. 685317109

Signature:

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

Dated: May 27, 2010

	COSTA BRAVA PARTNERSHIP III L.P.
	By:	Roark, Rearden & Hamot, LLC, its General Partner
	By:	/s/ Seth W. Hamot
		Name: Seth W. Hamot Title: President
	ROARK, REARDEN & HAMOT, LLC
	By:	/s/ Seth W. Hamot
		Name: Seth W. Hamot Title: President
	SETH W. HAMOT
	By:	/s/ Seth W. Hamot

EXHIBIT A

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), is entered into as of May [●], 2010, by and among The Integrity Brands Fund, L.P., a Delaware limited partnership (the “Seller”), and Costa Brava Partnership III L.P., a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser Nine Hundred Twenty-Three Thousand Nine Hundred Eighty-Three (923,983) shares of common stock (the “Securities”) of Orange 21, Inc., a Delaware corporation (the “Corporation”), subject to terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

PURCHASE AND SALE OF SECURITIES

1.1 Sale of Securities. The closing of the transactions contemplated herein (the “Closing”) shall take place on the date hereof, or such other date as shall be agreed upon by the parties hereto (the “Closing Date”). At the Closing, subject to the terms and conditions hereinafter set forth, the Seller shall transfer, assign, set over and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller's rights, title and interest in and to the Securities.

1.2 Purchase Price. The purchase price for the Securities shall be Sixty-Five Cents ($0.65) per share, for an aggregate purchase price of Six Hundred Thousand Hive Hundred Eighty-Eight Dollars and Ninety-Five Cents ($600,588.95) (the “Purchase Price”).

1.3 Closing Payments and Delivery of Securities. The Purchaser shall remit the Purchase Price to Seller, in accordance with the wire instructions provided by Seller to Purchaser no later than one business day prior to the Closing Date, in immediately available funds concurrently with the transfer of the Securities from Seller’s account at [●] to the Purchaser’s account at [●].

ARTICLE II

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLER

The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the date hereof and as of the Closing Date, as follows:

2.1 Seller is a limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement. Seller has the full legal right, power and authority to sell, assign, transfer and convey the Securities pursuant to this Agreement, and the delivery to the Purchaser of the Securities pursuant to the provisions of this Agreement will transfer to the Purchaser good, valid and legal

title to the Securities, free and clear of any and all liens, claims, pledges, charges, security interests, transfer restrictions or encumbrances.

2.2 The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of Seller and have been duly authorized by all necessary action on the part of Seller. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with or other action by or in respect of any governmental body, agency or official or any other person, other than such as have been obtained, made or taken prior to the date hereof.

2.3 This Agreement has been (a) duly executed and delivered by Seller and (b) constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable Law. For the purposes of this Agreement, “Law” shall mean any U.S. federal, provincial, state, local, municipal, or other applicable law, statute, ordinance, code, rule, regulation, judgment, order or decree relevant to the transaction(s) contemplated by this Agreement.

2.4 To the best of Seller’s knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which Seller is bound or to which any assets of Seller is su bject.

2.5 No broker or finder has acted for Seller in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of Seller.

2.6 Seller acknowledges that Purchaser may be in possession of material, non-public, confidential information concerning the Company and Securities and has no obligation to share such information with the Seller. Such information may be indicative of a value of the Securities that is substantially different than the Purchase Price agreed upon pursuant to the terms of this Agreement. It is understood and agreed that the Purchaser makes no representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthin ess, status or affairs of the Corporation. Seller expressly releases the Purchaser from any and all liabilities arising from the Purchaser’s failure to disclose, or Seller’s inability to review, said information and Seller agrees to make no claim against the Purchaser in respect of the transactions contemplated by this Agreement.

2.7 Seller acknowledges that it is experienced, sophisticated and knowledgeable in trading securities of private and public companies. Seller has independently investigated and evaluated the value of the Securities and the financial condition and affairs of the Company and its affiliates without reliance upon the Purchaser. Seller acknowledges that the

Purchaser may evaluate information relating to the Company in a manner that would result in materially different conclusions from that of Seller regarding the Corporation’s business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Corporation, or with respect to the value of the Securities. Based upon its independent analysis of such information, obtained from sources other than the Purchaser, Seller has reached its own business decision to enter into this Agreement.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASER

The Purchaser hereby represents and warrants to, and agrees with, Seller, as of the date hereof and as of the Closing Date, as follows:

3.1 The Purchaser is a limited partnership duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to consummate the transactions contemplated by this Agreement.

3.2 The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, require no approval of, filing with or other action by or in respect of any governmental body, agency or official or any other person, other than such as have been obtained, made or taken prior to the date hereof.

3.3 This Agreement has been (a) duly executed and delivered by the Purchaser and (b) constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable Law.

3.4 To the best of the Purchaser’s knowledge, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Purchaser is subject or conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to whic h any of the assets of the Purchaser is subject.

3.5 No broker or finder has acted for the Purchaser in connection with this Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Purchaser.

3.6 The Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks

of the transactions contemplated under this Agreement. The Purchaser is acquiring the Securities for investment purposes. The Purchaser represents that by reason of its, or of its management’s, business and financial experience, the Purchaser has the capacity to evaluate the merits and risks of its investment in the Securities and to protect its own interests in connection with the transactions contemplated in this Agreement. The Purchaser’s financial condition is such that it is able to bear all economic risks of investment in the Securities, including a complete loss of its investment.

3.7 The Purchaser acknowledges that the Seller may be in possession of material, non-public, confidential information concerning the Company and Securities and has no obligation to share such information with the Purchaser. Such information may be indicative of a value of the Securities that is substantially different than the Purchase Price agreed upon pursuant to the terms of this Agreement. It is understood and agreed that Seller makes no representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditwor thiness, status or affairs of the Corporation, or with respect to the value of the Securities. The Purchaser acknowledges that it independently investigated and evaluated the value of the Securities and the financial condition and affairs of the Company and its affiliates without reliance upon the Seller. Based upon its independent analysis of such information, obtained from sources other than the Seller, the Purchaser has reached its own business decision to enter into this Agreement.

ARTICLE IV

MISCELLANEOUS

4.1 Survival of Representations, Warranties and Agreements. The covenants, representations and warranties of each party contained herein shall survive the Closing. All statements contained in any certificate or other instrument delivered by either party in connection with the Closing pursuant to this Agreement shall constitute representations and warranties by such party under this Agreement. The representations and warranties of a party (the “Representing Party”) shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of the party ben efiting from such representation or warranty (the “Benefiting Party”) including, but not limited to, any investigations made (or not made) by any of the Benefiting Party’s advisors, agents, consultants or representatives, or by reason of the fact that the Benefiting Party or any of such advisors, agents, consultants or representatives knew or should have known that any such representation or warranty is or might be inaccurate or untrue. The parties hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of a Benefiting Party, and regardless of the results of any such investigation, the Benefiting Party has entered into this transaction in express reliance upon the representations and warranties of the Representing Party made herein. The parties further acknowledge that, in connection with this transaction, the other party has furnished good and sufficient consideration in exchange for their representations and warranties made herein.

4.2 Indemnification. Each party agrees to, defend and hold harmless the other party, its managers, partners, directors, officers, members, employees, attorneys, accountants, agents and representatives and their heirs, successors and assigns from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, legal and accounting fees and expenses) based upon or arising out of (a) any

material inaccuracy or breach of any representation and warranty of such party herein, and (b) any material breach of any covenant and agreement of such party herein.

4.3 Notices. All notices and other communications by the Purchaser or Seller hereunder shall be in writing to the other party and shall be deemed to have been duly given when delivered in person or by an overnight courier service, or sent via telecopy transmission and verification received, or when posted by the United States postal service, registered or certified mail, return receipt requested with postage prepaid, at the address set forth on the signature page hereto or to such other addresses as a party may from time to time designate to the other party by written notice thereof, effective only upon actual receipt.

4.4 Assignment. This Agreement shall not be assigned by either party without the other party’s prior written consent.

4.5 Severability. If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect th e original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

4.6 Further Assurances. From and after the Closing Date, upon the request of the Purchaser or the Seller, Seller and Purchaser will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

4.7 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings, and agreements, whether written or oral, wit respect thereto.

4.8 Amendments and Waivers. This Agreement may be amended, modified, superseded, or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by both of the parties hereto or, in the case of a waiver, by the party waiving compliance.

4.9 Captions; Counterparts, Execution. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

4.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

4.11 Venue; Jurisdiction. Without limiting the scope of Section 4.10, the Purchaser and Seller hereby consent to the exclusive jurisdiction of the Federal courts of the United States and the courts of the Commonwealth of Massachusetts, in each case sitting in Boston, Massachusetts, in any suit, action or proceeding relating to this Agreement.

4.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING THERETO.

4.13 No Strict Construction. The parties have participated jointly in the negotiation and drafting of this Agreement with counsel sophisticated in transactions of this type. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

[The Remainder of This Page Is Intentionally Left Blank.]

IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be duly executed as of the date first above written.

	The Integrity Brands Fund, L.P.
	By: ______________________________
	Name:
	Title:
	Address:
	Costa Brava Partnership III L.P.
	By: ___________________________________
	Name:
	Title:
	Address:

Signature Page to Securities Purchase Agreement