SEC FORM 4

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

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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^*

TCP WR Acquisition LLC

(Last)

(First)

(Middle)

15 RIVERSIDE AVENUE

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEOPLES LIBERATION INC [ PPLB ]

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)
02/22/2012

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	02/22/2012		A		11,500	A	⁽¹⁾⁽²⁾	14,500	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Debenture	$0.175	02/22/2012		A		65,714,285.71⁽¹⁾⁽²⁾		02/22/2012	01/31/2015	Common Stock	65,714,285.71	⁽¹⁾⁽²⁾	82,857,142	D
Warrant	$0.175	02/22/2012		A		13,142,857⁽¹⁾⁽²⁾		02/22/2012	02/22/2017	Common Stock	13,142,857	⁽¹⁾⁽²⁾	16,571,428	D

Explanation of Responses:

1. Reporting Person acquired from People's Liberation Inc. (the "Company") $11,500,000 in principal amount of the Convertible Debenture (convertible into shares of common stock of the Company, $0.001 par value per share ("Common Stock"), at an initial conversion price of $0.175 per share) from the date of issue until the Convertible Debenture is no longer outstanding, (y) issued to TCP a Warrant to purchase 13,142,857 shares of Common Stock and (z) issued to TCP 11,500 shares of Series A Preferred Stock (each share of Preferred Stock is entitled to 5,714 votes per share.

2. Upon conversion of the principal amount of the Convertible Debenture, in whole or in part, into shares of Common Stock or upon the repayment of the principal amount of a Convertible Debenture, in whole or in part, by the Company, the Company may redeem at a price of $0.001 per share, a number of shares of Series A Preferred Stock determined by dividing (i) the outstanding principal amount of the Convertible Debenture that has been repaid or converted into Common Stock, as applicable by (ii) the Stated Value of Series A Preferred Stock, initially $1,000 per share of Series A Preferred Stock).

Remarks:

* Grant of stock options

	By: /s/ Matthew Eby, Tengram Capital Associates, LLC, The Managing Member of TCP WR Acquisition, LLC	02/24/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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