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* VARDON CAPITAL MANAGEMENT LLC (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/18/2006	3. Issuer Name and Ticker or Trading Symbol CACHE INC [ CACH ]
		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) X Form filed by One Reporting Person 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 $.01 per share	15,427	D(1)
Common Stock, par value $.01 per share	30,710	D(2)
Common Stock, par value $.01 per share	503,172	D(3)
Common Stock, par value $.01 per share	10,150	D(4)
Common Stock, par value $.01 per share	85,192	D(5)
Common Stock, par value $.01 per share	644,651	I(6)	See Footnote
Common Stock, par value $.01 per share	13,550	D(7)
Common Stock, par value $.01 per share	31,094	D(8)
Common Stock, par value $.01 per share	137,668	D(9)
Common Stock, par value $.01 per share	385,013	D(10)
Common Stock, par value $.01 per share	1,577,142	I(11)	See Footnote

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

Explanation of Responses:

1. These securities are owned by Vardon Partners, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

2. These securities are owned by Vardon Partners II, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

3. These securities are owned by Vardon Focus Fund, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P. Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

4. These securities are owned by Vardon Focus Fund II, L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Hybrid Fund, L.P. Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

5. These securities are owned by Vardon Hybrid Fund ,L.P., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P. Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

6. For purposes of Section 16 of the Exchange Act, these securities may be deemed to be beneficially owned by Vardon Capital, LLC, the general partner of each of the Domestic Funds. Vardon Capital, LLC and Richard W. Shea, Jr., as sole managing member of Vardon Capital, LLC, disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest.

7. These securities are owned by Vardon International, Ltd., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P. Vardon Hybrid Fund, L.P., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr for purposes of Section 13(d) of the Exchange Act.

8. These securities are owned by Vardon International BP, Ltd., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P. Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

9. These securities are owned by Vardon Focus Fund International, Ltd., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P. Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus International BP, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

10. These securities are owned by Vardon Focus International BP, Ltd., which is a Reporting Person and may be deemed to be a member of a group with Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P. Vardon Hybrid Fund, L.P., Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Capital, LLC, Vardon Capital Management, LLC and Richard W. Shea, Jr. for purposes of Section 13(d) of the Exchange Act.

11. These securities are held by the Domestic Funds, Offshore Funds and certain managed accounts advised by Vardon Capital Management, LLC. For purposes of Section 16 of the Exchange Act, these securities may be deemed to be beneficially owned by Vardon Capital Management, LLC. Vardon Capital Management, LLC and Richard W. Shea, Jr., as sole managing member of Vardon Capital Management, LLC, disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest.

Remarks:

Name and Address of Reporting Person: Rick W. Shea, Jr. Vardon Partners, L.P. Vardon Partners II, L.P. Vardon Focus Fund, L.P. Vardon Focus Fund II, L.P. Vardon Hybrid Fund, L.P. 120 West 45th Street 17th Floor New York, NY 10036 Name and Address of Reporting Person: Vardon International, Ltd. Vardon International BP, Ltd. Vardon Focus Fund International, Ltd. Vardon Focus International BP, Ltd. c/o Vardon Capital Management, LLC 120 West 45th Street 17th Floor New York, NY 10036

	Vardon Partners, L.P., Vardon Partners II, L.P., Vardon Focus Fund, L.P., Vardon Focus Fund II, L.P., Vardon Hybrid Fund, L.P.; by their general partner, Vardon Capital, LLC by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	04/27/2006
	Vardon International, Ltd., Vardon International BP, Ltd., Vardon Focus Fund International, Ltd., Vardon Focus International BP, Ltd., by their director, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	04/27/2006
	Vardon Capital, LLC by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	04/27/2006
	Vardon Capital Management, LLC, by its Managing Member, Richard W. Shea, Jr.: /s/ Richard W. Shea, Jr.	04/27/2006
	Richard W. Shea, Jr. /s/ Richard W. Shea, Jr.	04/27/2006
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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