SEC FORM 3

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^*

Prentice Capital Management, LP

(Last)

(First)

(Middle)

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2008

3. Issuer Name and Ticker or Trading Symbol
ASCENDIA BRANDS, INC. [ ASB ]

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 (the "Common Stock")	1,122,482	I⁽¹⁾	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽²⁾	⁽⁴⁾	Common Stock	2,000,000	$1.5	I⁽¹⁾	See Footnote⁽¹⁾
Series B-1 Preferred Stock	⁽²⁾	⁽⁴⁾	Common Stock	200,000	$1.5	I⁽¹⁾	See Footnote⁽¹⁾
Warrant No. B-1	⁽²⁾	08/02/2011	Common Stock	20,361,990	$0.1326	I⁽¹⁾	See Footnote⁽¹⁾
Warrant No. A-1	⁽²⁾	08/02/2011	Common Stock	48,356,348	$0.1326	I⁽¹⁾	See Footnote⁽¹⁾
Warrant No. A-3	⁽²⁾	01/15/2013	Common Stock	5,129,159	$0.1326	I⁽¹⁾	See Footnote⁽¹⁾
Convertible Note	⁽²⁾	12/30/2016	Common Stock	573,152,338⁽⁵⁾	$0.1326	I⁽¹⁾	See Footnote⁽¹⁾
Series C Preferred Stock	⁽³⁾	⁽⁴⁾	Common Stock	199,849,170	$0.1326	I⁽¹⁾	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Prentice Capital Management, LP

(Last)

(First)

(Middle)

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

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^*

Zimmerman Michael

(Last)

(First)

(Middle)

623 FIFTH AVENUE, 32ND FLOOR

(Street)

NEW YORK

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. Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd., Prentice Special Opportunities Master, L.P. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

2. The derivative securities are convertible or exercisable at any time at the holder's election. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING DERIVATIVE SECURITIES, IF AFTER SUCH CONVERSION OR EXERCISE THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK. So long as the Reporting Persons and their affiliates beneficially own more than 9.99% of the shares of Common Stock through their ownership of Common Stock and Series C Preferred Stock or otherwise, such parties will not be able to convert or exercise any of such derivative securities into Common Stock.

3. The Series C Preferred Stock is convertible at any time at the holder's election without any limitation on the amounts convertible.

4. The preferred stock has no expiration date.

5. The number of shares is based upon the initial aggregate principal amount of the Convertible Note of $76 million without taking into account any capitalized interest.

	PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Weiss as Chief Executive Officer, /s/ Michael Weiss	01/25/2008
	Michael Zimmerman, /s/ Michael Zimmerman, By: Michael Zimmerman	01/25/2008
	** 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 5 (b)(v).
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