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* Rhone Capital L.L.C. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2014	3. Issuer Name and Ticker or Trading Symbol ELIZABETH ARDEN INC [ RDEN ]
		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, par value $0.01 per share	2,874,320	I	See Footnotes(1)(2)(7)
Series A Serial Preferred Stock	50,000	I	See Footnotes(3)(4)(7)

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
Warrants (rights to buy)	08/19/2014	08/19/2024	Common Stock, par value $0.01 per share	2,452,267	$20.39	I	See Footnotes(5)(6)(7)

1. Name and Address of Reporting Person* Rhone Capital L.L.C. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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* Nightingale Onshore Holdings L.P. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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* Nightingale Offshore Holdings L.P. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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* Nightingale GP LLC (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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* Rhone Capital IV L.P. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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* Rhone Holdings IV L.L.C. (Last) (First) (Middle) 630 FIFTH AVE, 27TH FLOOR (Street) NEW YORK NY 10111 (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. The Common Stock was obtained by the Reporting Persons pursuant to a tender offer made by Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. for shares of Common Stock of the Issuer, at a purchase price of $17.00 per share, that ended on Wednesday, October 1, 2014. Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. hold directly 2,874,320 shares of Common Stock.

2. Nightingale GP LLC is the General Partner of Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. and may be deemed the beneficial owner of 2,874,320 shares of Common Stock. Rhone Capital IV L.P. indirectly controls Nightingale GP LLC and may be deemed the beneficial owner of 2,874,320 shares of Common Stock. Rhone Holdings IV L.L.C. is the General Partner of Rhone Capital IV L.P. and may be deemed the beneficial owner of 2,874,320 shares of Common Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings IV L.L.C. and may be deemed the beneficial owner of 2,874,320 shares of Common Stock.

3. The Shares of Series A Serial Preferred Stock were obtained by the Reporting Persons pursuant to a Securities Purchase Agreement, dated as of August 19, 2014, by and among the Issuer, Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. (the "Securities Purchase Agreement"). Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. hold directly 50,000 shares of Series A Serial Preferred Stock.

4. Nightingale GP LLC is the General Partner of Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. and may be deemed the beneficial owner of 50,000 shares of Series A Serial Preferred Stock. Rhone Capital IV L.P. indirectly controls Nightingale GP LLC and may be deemed the beneficial owner of 50,000 shares of Series A Serial Preferred Stock. Rhone Holdings IV L.L.C. is the General Partner of Rhone Capital IV L.P. and may be deemed the beneficial owner of 50,000 shares of Series A Serial Preferred Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings IV L.L.C. and may be deemed the beneficial owner of 50,000 shares of Series A Serial Preferred Stock.

5. The Warrants were obtained by the Reporting Persons pursuant to the Securities Purchase Agreement. Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. hold directly Warrants to purchase 2,452,267 shares of Common Stock.

6. Nightingale GP LLC is the General Partner of Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P. and may be deemed the beneficial owner of Warrants to purchase 2,452,267 shares of Common Stock. Rhone Capital IV L.P. indirectly controls Nightingale GP LLC and may be deemed the beneficial owner of Warrants to purchase 2,452,267 shares of Common Stock. Rhone Holdings IV L.L.C. is the General Partner of Rhone Capital IV L.P. and may be deemed the beneficial owner of Warrants to purchase 2,452,267 shares of Common Stock. Rhone Capital L.L.C. is the sole member of Rhone Holdings IV L.L.C. and may be deemed the beneficial owner of Warrants to purchase 2,452,267 shares of Common Stock.

7. This Statement is being filed by Nightingale Onshore Holdings L.P., Nightingale Offshore Holdings L.P., Nightingale GP LLC, Rhone Capital IV L.P., Rhone Holdings IV L.L.C., and Rhone Capital L.L.C. (collectively, the "Reporting Persons"). One or more of the Reporting Persons is party to a shareholders agreement that relates to the voting of the shares covered by this Report and, as such, may be deemed to be a member, or members, of a group holding over 10% of the outstanding Common Stock of the Issuer for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. The filing of this Report is not an admission that the Reporting Persons are members of a group or beneficial owners of any shares other than those in which they have a pecuniary interest.

Remarks:

	/s/ M. Allison Steiner, Authorized Signatory for Nightingale Onshore Holdings L.P.	10/07/2014
	/s/ M. Allison Steiner, Authorized Signatory for Nightingale Offshore Holdings L.P.	10/07/2014
	/s/ M. Allison Steiner, Authorized Signatory for Nightingale GP LLC	10/07/2014
	/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital IV L.P.	10/07/2014
	/s/ M. Allison Steiner, Authorized Signatory for Rhone Holdings IV L.L.C.	10/07/2014
	/s/ M. Allison Steiner, Authorized Signatory for Rhone Capital L.L.C.	10/07/2014
	** Signature of Reporting Person	Date
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