UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)* |
PACIFIC SUNWEAR OF CALIFORNIA, INC.
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(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
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694873100
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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(1)
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Names of Reporting Person:
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Prentice Capital Management, LP | ||
(2)
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Check the Appropriate Box if a Member of a Group
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(a) [ ] |
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(b) [X] |
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization: Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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5,173,656
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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5,173,656
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 5,173,656
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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(11)
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Percent of Class Represented by Amount in Row (9): 7.61%*
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(12)
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Type of Reporting Person: PN
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(1)
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Names of Reporting Person:
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Michael Zimmerman | ||
(2)
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Check the Appropriate Box if a Member of a Group
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(a) [ ] |
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(b) [X] |
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of Organization: United States of America
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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(5) Sole Voting Power:
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0
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(6) Shared Voting Power:
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5,173,656
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(7) Sole Dispositive Power:
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0
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(8) Shared Dispositive Power:
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5,173,656
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 5,173,656
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(10)
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
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(11)
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Percent of Class Represented by Amount in Row (9): 7.61%*
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(12)
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Type of Reporting Person: IN
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Item 1(a).
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Name of Issuer. Pacific Sunwear of California, Inc. (the “Company”)
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Item 1(b).
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Address of Issuer's Principal Executive Offices.
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3450 East Miraloma Avenue | |
Anaheim, CA 92806
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Item 2(a).
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Name of Person Filing.
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:
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(i)
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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 Amendment No. 1 to the Schedule 13G (the “Amendment”).
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(ii)
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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 Amendment.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence.
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The address for the Reporting Persons is 33 Benedict Place, 2nd Floor, Greenwich, CT 06830.
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Item 2(c).
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Citizenship.
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Prentice Capital Management, LP is organized under the laws of the State of Delaware. Mr. Zimmerman is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities.
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Common Stock, $0.01 par value per share.
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Item 2(e).
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CUSIP No. 694873100
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Item 3.
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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:
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Not Applicable. |
Item 4.
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Ownership:
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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 Amendment. 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 Amendment. 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 Amendment. Each of the Reporting Persons disclaims beneficial ownership of all of the Shares reported in this Amendment.
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(a) Amount Beneficially Owned: 5,173,656
(b) Percent of Class: 7.61%
(c) Number of Shares as to which such person has:
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i. Sole power to vote or to direct the vote: 0
ii. Shared power to vote or to direct the vote: 5,173,656
iii. Sole power to dispose or to direct the disposition: 0
iv. Shared power to dispose or to direct the disposition: 5,173,656
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February 14, 2013 | |||
PRENTICE CAPITAL MANAGEMENT, LP
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By: | /s/ Michael Zimmerman | ||
Name: Michael Zimmerman |
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Title: Chief Executive Officer |
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/s/ Michael Zimmerman
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Michael Zimmerman
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