0001398344-12-000531.txt : 20120214 0001398344-12-000531.hdr.sgml : 20120214 20120214104839 ACCESSION NUMBER: 0001398344-12-000531 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: dELiAs, Inc. CENTRAL INDEX KEY: 0001337885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 203397172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81563 FILM NUMBER: 12603957 BUSINESS ADDRESS: STREET 1: C/O DELIA*S, INC. STREET 2: 50 WEST 23RD STREET CITY: NEW YORK CITY STATE: NY ZIP: 10010 BUSINESS PHONE: (212) 590-6204 MAIL ADDRESS: STREET 1: C/O DELIA*S, INC. STREET 2: 50 WEST 23RD STREET CITY: NEW YORK CITY STATE: NY ZIP: 10010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: T2 Partners Management, LP CENTRAL INDEX KEY: 0001327388 IRS NUMBER: 134041748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-386-7160 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G/A 1 fp0004233_sc13ga.htm DELIA*S, INC. fp0004233_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. _5_)*

dELiA*s, Inc.
(Name of Issuer)

Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)

246911101
(CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
[ x]
Rule 13d-1(b)
 
[   ]
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 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.                      246911101
13G
Page 2 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
T2 Partners Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
3,144,207
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
3,144,207
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,144,207
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 10.00%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
CUSIP NO.                      246911101
13G
Page 3 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
T2 Partners Group, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
3,114,207
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
3,114,207
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,114,207
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 10.00%
12
TYPE OF REPORTING PERSON
 
CO

 
 
 
 
CUSIP NO.                      246911101
13G
Page 4 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
T2 Partners Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
2,354,561
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
2,354,561
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,354,561
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 7.49%
12
TYPE OF REPORTING PERSON
 
OO

 
 
 

CUSIP NO.                      246911101
13G
Page 5 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
T2 Accredited Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
1,752,755
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
1,752,755
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,752,755
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 5.58%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
CUSIP NO.                      246911101
13G
Page 6 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
T2 Qualified Fund, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
601,806
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
601,806
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
601,806
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 1.91%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
CUSIP NO.                      246911101
13G
Page 7 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
Tilson Offshore Fund, Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
502,781
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
502,781
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
502,781
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 1.60%
12
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
CUSIP NO.                      246911101
13G
Page 8 of 12 Pages

1
NAMES OF REPORTING PERSONS
 
Tilson Focus Fund
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) [   ]
(b) [   ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Delaware
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
None
6
SHARED VOTING POWER
 
286,865
7
SOLE DISPOSITIVE POWER
 
None
8
SHARED DISPOSITIVE POWER
 
286,865
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
286,865
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
 
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 0.91%
12
TYPE OF REPORTING PERSON
 
CO

 
 
 
 
CUSIP NO.                      246911101
13G
Page 9 of 12 Pages

Item 1.
(a)
Name of Issuer:
dELiA*s, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:
50 West 23rd Street
New York, New York 10010

Item 2.
(a)
Name of Person Filing:
T2 Partners Management, LP
T2 Partners Group, LLC
T2 Partners Management, LLC
T2 Accredited Fund, LP
T2 Qualified Fund, LP
Tilson Offshore Fund, LTD
Tilson Focus Fund

 
(b)
Address of Principal Business Office or, if None, Residence:
For all persons filing:

767 Fifth Avenue, 18th Floor
New York, New York 10153

 
(c)
Citizenship:
Citizenship noted under Item 4 for each reporting person.

 
(d)
Title of Class of Securities:
Common Stock, Par Value $0.001

 
(e)
CUSIP Number:
246911101

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
(a)
[   ]
Broker or dealer registered under Section 15 of the Exchange Act.
 
 
(b)
[   ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
 
 
(c)
[   ]
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
(d)
[   ]
Investment company registered under Section 8 of the Investment Company Act.
 
 
(e)
[   ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
[   ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
[   ]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
[   ]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
[   ]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
[   ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
 
 
 
CUSIP NO.                      246911101
13G
Page 10 of 12 Pages

Item 4.
Ownership.

   
T2 Partners Management, LP
T2 Partners Group, LLC
T2 Partners Management, LLC
T2 Accredited Fund, LP
T2 Qualified Fund, LP
Tilson Offshore Fund Ltd
Tilson Focus Fund
(a)
Amount beneficially owned:
3,144,207
3,144,207
2,534,561
1,752,755
601,806
502,781
286,865
(b)
Percent of class:
10.00%
10.00%
7.49%
5.58%
1.91%
1.60%
0.91%
(c)
Number of shares as to which the person has:
            
 
(i)
Sole power to vote or to direct the vote:
None
None
None
None
None
None
None
 
(ii)
Shared power to vote or to direct the vote:
3,144,207
3,144,207
2,534,561
1,752,755
601,806
502,781
286,865
 
(iii)
Sole power to dispose or to direct the disposition of:
None
None
None
None
None
None
None
 
(iv)
Shared power to dispose or to direct the disposition of:
3,144,207
3,144,207
2,534,561
1,752,755
601,806
502,781
286,865

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 person 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.

Not applicable

Item 9.
Notice of Dissolution of Group.

Not applicable

 
 
 
 
CUSIP NO.                      246911101
13G
Page 11 of 12 Pages

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.


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.

 
T2 Partners Management, LP

 
By:
T2 Partners Group, LLC
General Partner

 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Partners Group, LLC
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Partners Management, LLC
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Accredited Fund, LP

 
By:
T2 Partners Management, LLC
General Partner

 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member


 
T2 Qualified Fund, LP

 
By:
T2 Partners Management, LLC
General Partner
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Managing Member
 
 
 
 
 
CUSIP NO.                      46270W105
13G
Page 12 of 12 Pages

 
Tilson Offshore Fund, Ltd
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Director


 
Tilson Focus Fund
 
 
By:
/s/ Whitney R. Tilson
   
Name:
Whitney R. Tilson
   
Title:
Trustee