SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VALINOR MANAGEMENT, LLC (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/18/2014	3. Issuer Name and Ticker or Trading Symbol dELiAs, Inc. [ DLIA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value	6,571,429	I	Footnote(1)
Common Stock, $0.001 par value	4,271,429	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	02/18/2014	(3)	Common Stock, $0.001 par value	7,805,250	$0.8	I	Footnote(1)
Series B Convertible Preferred Stock	02/18/2014	(3)	Common Stock, $0.001 par value	5,385,625	$0.8	D(2)
7.25% 08/18/14 Convertible Notes	(4)	(4)	Series B Convertible Preferred Stock	83,458(5)	$100	I	Footnote(1)
7.25% 08/18/14 Convertible Notes	(4)	(4)	Series B Convertible Preferred Stock	57,586(5)	$100	D(2)

1. Name and Address of Reporting Person* VALINOR MANAGEMENT, LLC (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (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* VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. (Last) (First) (Middle) C/O VALINOR MANAGEMENT, LLC 510 MADISON AVENUE, 25TH FLOOR (Street) NEW YORK NY 10022 (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* Gallo David (Last) (First) (Middle) 510 MADISON AVENUE 25TH FLOOR (Street) NEW YORK NY 10022 (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. These securities are held in the accounts of private investment funds (the "Funds") for which Valinor Management, LLC ("Valinor Management") serves as investment manager. David Gallo is the managing member of Valinor Management. Valinor Management and David Gallo may be deemed to beneficially own the securities held by the Funds by virtue of Valinor Management's position as investment manager of the Funds and David Gallo's status as managing member of Valinor Management.

2. These securities are directly held in the account of Valinor Capital Partners Offshore Master Fund, L.P. ("Valinor Master"), which is a Reporting Person. Valinor Management serves as investment manager to Valinor Master and David Gallo is the managing member of Valinor Management. Valinor Management and David Gallo may be deemed to beneficially own the securities held by Valinor Master by virtue of Valinor Management's position as investment manager of Valinor Master and David Gallo's status as managing member of Valinor Management.

3. The Series B Convertible Preferred Stock has no expiration date with respect to the time at which the Reporting Persons may convert such shares into Common Stock.

4. The Convertible Notes, subject to receipt of approval of the issuer's shareholders, are mandatorily convertible into shares of Series B Convertible Preferred Stock.

5. The Series B Convertible Preferred Stock to which the Secured Convertible Notes may be converted may, in turn, be converted into Common Stock, $0.001 par value per share, at a rate of 125-to-1.

Remarks:

+ The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This report shall not be deemed an admission that such Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Valinor Management, LLC, By: /s/ David Angstreich (+), its Chief Financial Officer	02/26/2014
	Valinor Capital Partners Offshore Master Fund, L.P., By: Valinor Associates, LLC, its general partner, By: /s/ David Gallo, its managing member	02/26/2014
	/s/ David Gallo (+)	02/26/2014
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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