SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Lion/Hollywood L.L.C. (Last) (First) (Middle) C/O LION CAPITAL (AMERICAS) INC. 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMERICAN APPAREL, INC [ APP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/26/2011
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase shares of Common Stock (right to buy)(1)(2)(3)(4)(5)	$1(6)	04/26/2011(6)		J(6)		3,063,101(6)		(8)	02/18/2018	Common Stock	3,063,101(9)	(6)	3,063,101	D(11)(12)
Warrant to purchase shares of Common Stock (right to buy)(1)(2)(3)(4)(5)	$1.11(7)	04/26/2011(7)		H(7)		759,809(7)		(7)	(7)	Common Stock	759,809(10)	(7)	759,809	D(11)(12)
Warrant to purchase shares of Common Stock (right to buy)(1)(2)(3)(4)(5)	$1(7)	04/26/2011(7)		J(7)		759,809(7)		(8)	02/18/2018	Common Stock	759,809(10)	(7)	759,809	D(11)(12)

1. Name and Address of Reporting Person* Lion/Hollywood L.L.C. (Last) (First) (Middle) C/O LION CAPITAL (AMERICAS) INC. 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lion Capital LLP (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SW1X 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lion Capital General Partner II LLP (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SW1X 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LION CAPITAL FUND II L P (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SWIX 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LION CAPITAL FUND II B L P (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SWIX 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LION CAPITAL FUND II SBS LP (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SWIX 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lea Lyndon (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SWIX 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Richardson Neil (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SWIX 7HF (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Darwent Robert (Last) (First) (Middle) 21 GROSVENOR PLACE (Street) LONDON X0 SW1X 7H (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is filed on behalf of Lion/Hollywood L.L.C. ("Lion/Hollywood"), Lion Capital Fund II, L.P. ("LCFII"), Lion Capital Fund II B, L.P. ("LCFIIB"), Lion Capital Fund II SBS, L.P. ("LCFIISBS"), Lion Capital General Partner II LLP ("Lion Capital GPII"), Lion Capital LLP ("Lion Capital"), Mr. Lyndon Lea, Mr. Neil Richardson and Mr. Robert Darwent. LCFII, LCFIIB and LCFIISBS are the sole members of Lion/Hollywood. Lion Capital GPII is the sole general partner of LCFII, LCFIIB and LCFIISBS. Lion Capital is the manager of each of Lion Capital GPII, LCFII, LCFIIB and LCFIISBS. Messrs. Lea, Richardson and Darwent are founding and designated members of Lion Capital.

2. As the sole members of Lion/Hollywood, LCFII, LCFIIB and LCFIISBS may be deemed to be the indirect beneficial owners of any securities beneficially owned or deemed to be beneficially owned by Lion/Hollywood. However, pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of LCFII, LCFIIB and LCFIISBS disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

3. As the sole general partner of each of LCFII, LCFIIB and LCFIISBS, Lion Capital GPII may be deemed to be the indirect beneficial owner of any securities deemed to be beneficially owned by LCFII, LCFIIB and LCFIISBS. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Lion Capital GPII disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

4. As the manager of each of Lion Capital GPII, LCFII, LCFIIB and LCFIISBS, Lion Capital may be deemed to be the indirect beneficial owner of any securities deemed to be beneficially owned by Lion Capital GPII, LCFII, LCFIIB and LCFIISBS. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Lion Capital disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

5. As the founding and designated members of Lion Capital, Messrs. Lea, Richardson and Darwent, may be deemed to beneficially own any securities deemed to be beneficially owned by Lion Capital. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Messrs. Lea, Richardson and Darwent disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

6. On April 26, 2011, the Issuer issued and granted to Lion/Hollywood a warrant to purchase at an initial exercise price of $1.00 (the "Warrant"), subject to anti-dilution adjustment pursuant to the terms of the Warrant and certain other adjustments as described therein, 3,063,101 shares of Common Stock, par value $.0001 per share ("Common Stock") of the Issuer.

7. On March 24, 2011, the Issuer issued and granted to Lion/Hollywood a warrant to purchase at an initial exercise price of $1.11(the "Original Warrant"), subject to anti-dilution adjustment pursuant to the terms of the Original Warrant and certain other adjustments as described therein, 759,809 shares of Common Stock. On April 26, 2011, the Original Warrant was amended by reducing the exercise price to $1.00, which is deemed to be a cancellation of the Original Warrant and grant of a new warrant at an initial exercise price of $1.00 (the "New Warrant").

8. Immediately exercisable.

9. Number of shares of Common Stock of the Issuer, issuable upon exercise of the Warrant as of the date of this filing. The number of shares of Common Stock issuable upon exercise of the Warrant is subject to anti-dilution adjustment pursuant to the terms of the Warrant and certain other adjustments as described therein.

10. Number of shares of Common Stock of the Issuer, issuable upon exercise of the New Warrant as of the date of this filing. The number of shares of Common Stock issuable upon exercise of the New Warrant is subject to anti-dilution adjustment pursuant to the terms of the New Warrant and certain other adjustments as described therein.

11. The Warrant is directly owned by Lion/Hollywood. LCFII, LCFIIB and LCFIISBS are the sole members of Lion/Hollywood. Lion Capital GPII is the sole general partner of LCFII, LCFIIB and LCFIISBS. Lion Capital is the manager of each of Lion Capital GPII, LCFII, LCFIIB and LCFIISBS. Messrs. Lea, Richardson and Darwent are founding and designated members of Lion Capital. As noted in footnotes (1) through (5), LCFII, LCFIIB, LCFIISBS, Lion Capital GPII, Lion Capital and Messrs. Lea, Richardson and Darwent may each be deemed to have indirect beneficial ownership of any securities beneficially owned or deemed to be beneficially owned by Lion/Hollywood.

12. This Form 4 shall not be deemed an admission that any Reporting Person or any other person referred to herein is a beneficial owner of any shares of Common Stock for purposes of Section 16 of the Exchange Act or for any other purpose or that any Reporting Person or other person (other than Lion/Hollywood) has an obligation to file this Form 4.

Remarks:

Exhibit 99.1 - Joint Filer Information (See signatures of other Reporting Persons on the attached Exhibit 99.1)

	Jacob Capps	04/28/2011
	** Signature of Reporting Person	Date
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