0000905718-12-000178.txt : 20120615 0000905718-12-000178.hdr.sgml : 20120615 20120614181801 ACCESSION NUMBER: 0000905718-12-000178 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120615 DATE AS OF CHANGE: 20120614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SUNWEAR OF CALIFORNIA INC CENTRAL INDEX KEY: 0000874841 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 953759463 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43015 FILM NUMBER: 12908507 BUSINESS ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 714-414-4000 MAIL ADDRESS: STREET 1: 3450 EAST MIRALOMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prentice Capital Management, LP CENTRAL INDEX KEY: 0001326150 IRS NUMBER: 731728931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 756-8040 MAIL ADDRESS: STREET 1: 900 THIRD AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 pacificsunwear13gjun12.htm SCH 13G PACIFIC SUNWEAR pacificsunwear13gjun12.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
  (Amendment No.  )*
 
 

PACIFIC SUNWEAR OF CALIFORNIA, INC.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
694873100
(CUSIP Number)
 
June 14, 2012
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)

 
*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 the disclosures provided in a prior cover page.

The information required in 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.  694873100

     
(1)
Names of Reporting Person:
  
 
 
  
               Prentice Capital Management, LP  
     

(2)
Check the Appropriate Box if a Member of a Group
 (a)  [   ]  
          
     (b)  [X]  
          

     
(3)
SEC Use Only
  
     
 
(4)
Citizenship or Place of Organization:   Delaware
  
     

Number of Shares Beneficially Owned by
Each Reporting Person With:
(5) Sole Voting Power:
               0
  
(6) Shared Voting Power:
3,410,885
  
(7) Sole Dispositive Power:
               0
 
(8) Shared Dispositive Power:
3,410,885
    

   
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:   3,410,885
   
   
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
   
   
(11)
Percent of Class Represented by Amount in Row (9):   5.04%*
   
   
(12)
Type of Reporting Person:  PN
   
 
* Beneficial ownership percentage is based upon 67,697,934 shares of common stock, $0.01 par value per share (“Common Stock”), of Pacific Sunwear of California, Inc., a California corporation (the “Company”), issued and outstanding as of June 4, 2012, based on information reported by the Company in its Form 10-Q for the quarterly period ended April 28, 2012, filed with the Securities and Exchange Commission on June 6, 2012.
 
 
 
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CUSIP NO.  694873100

     
(1)
Names of Reporting Person:
  
 
 
  
               Michael Zimmerman  
     

(2)
Check the Appropriate Box if a Member of a Group
 (a)  [   ]  
          
     (b)  [X]  
          

     
(3)
SEC Use Only
  
     
 
(4)
Citizenship or Place of Organization:   United States of America
  
     

Number of Shares Beneficially Owned by
Each Reporting Person With:
(5) Sole Voting Power:
               0
  
(6) Shared Voting Power:
3,410,885
  
(7) Sole Dispositive Power:
               0
  
(8) Shared Dispositive Power:
3,410,885
    

   
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person:   3,410,885
   
   
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares   [   ]
   
   
(11)
Percent of Class Represented by Amount in Row (9):   5.04%*
   
   
(12)
Type of Reporting Person:  IN
   
 
* Beneficial ownership percentage is based upon 67,697,934 shares of common stock, $0.01 par value per share (“Common Stock”), of Pacific Sunwear of California, Inc., a California corporation (the “Company”), issued and outstanding as of June 4, 2012, based on information reported by the Company in its Form 10-Q for the quarterly period ended April 28, 2012, filed with the Securities and Exchange Commission on June 6, 2012.
 
 
 
 
-3-
 

 
 
 

Item 1(a).
Name of Issuer.  Pacific Sunwear of California, Inc. (the “Company”)

Item 1(b).
Address of Issuer's Principal Executive Offices.
   
 
  3450 East Miraloma Avenue 
 
Anaheim, CA  92806


Item 2(a).
Name of Person Filing.
   
 
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

 
(i)
Prentice Capital Management, LP, a Delaware limited partnership (“Prentice Capital Management”), with respect to the Common Stock, par value $0.01 per share, of the Company (the “Shares”), reported in this Schedule 13G.
     
 
(ii)
Michael Zimmerman who is the managing member of certain entities that, directly or indirectly, serve as the general partner or investment manager of certain investment funds and managed accounts that own the Shares reported in this Schedule 13G.

Item 2(b).
Address of Principal Business Office or, if None, Residence.

 
The address for the Reporting Persons is 33 Benedict Place, 2nd Floor, Greenwich, CT  06830.

Item 2(c).
Citizenship.
   
 
Prentice Capital Management, LP is organized under the laws of the State of Delaware.  Mr. Zimmerman is a citizen of the United States.
   
Item 2(d).
Title of Class of Securities.
   
 
Common Stock, $0.01 par value per share.
   
Item 2(e).
CUSIP No.   694873100
   
   
Item 3.
If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
   
   Not Applicable.
 
 
 
-4-
 
 
 
 
 
 

Item 4.
Ownership:
   
 
Prentice Capital Management serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.  Michael Zimmerman is the managing member of certain entities that, directly or indirectly, serve as the general partner or investment manager of certain investment funds and managed accounts that own the Shares reported in this Schedule 13G.  As such, he may be deemed to control Prentice Capital Management and certain of the investment funds and managed accounts managed by Prentice Capital Management and therefore may be deemed to be the beneficial owner of the Shares reported in this Schedule 13G.  Each of the Reporting Persons disclaims beneficial ownership of all of the Shares reported in this Schedule 13G.

   
(a) Amount Beneficially Owned:   3,410,885
 
(b) Percent of Class:   5.04%
 
(c) Number of Shares as to which such person has:
 

   
i. Sole power to vote or to direct the vote: 0
 
ii. Shared power to vote or to direct the vote: 3,410,885
 
iii. Sole power to dispose or to direct the disposition: 0
 
iv. Shared power to dispose or to direct the disposition: 3,410,885
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-5-
 

 
 
 
 

 
Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [   ].

 
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.
 
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.
 

Item 8.  Identification and Classification of Members of the Group.

See Item 4.

 
Item 9.  Notice of Dissolution of Group.

Not Applicable.
 

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
 
 
 
-6-
 

 
 
 



 
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.
 
 


  June 14, 2012
   
   
 
PRENTICE CAPITAL MANAGEMENT, LP
   
    By:  /s/ Michael Zimmerman  
    Name:  Michael Zimmerman
 
    Title:  Chief Executive Officer  
 
       
 
 
/s/ Michael Zimmerman
  
   
Michael Zimmerman
  
   
     
 
 


 
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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