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^*

Henry Michael

(Last)

(First)

(Middle)

3450 EAST MIRALOMA AVE.

(Street)

ANAHEIM

92806-2101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/28/2007

3. Issuer Name and Ticker or Trading Symbol
PACIFIC SUNWEAR OF CALIFORNIA INC [ PSUN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim Chief FinancialOfficer

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	1,130	D
Restricted Stock Award⁽¹⁾	13,500	D

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)
Incentive Stock Option (right to buy)	03/15/2007	03/15/2013⁽²⁾	Common Stock	10,000	$22.69	D
Non-Qualified Stock Option (right to buy)	08/06/2002	08/06/2011⁽²⁾	Common Stock	5,625	$7.26	D
Non-Qualified Stock Option (right to buy)	09/05/2001	09/25/2010⁽²⁾	Common Stock	11,250	$8.53	D
Non-Qualified Stock Option (right to buy)	02/04/2003	02/04/2012⁽²⁾	Common Stock	6,750	$9.49	D
Non-Qualified Stock Option (right to buy)	03/11/2004	03/11/2013⁽²⁾	Common Stock	6,000	$12.5	D
Non-Qualified Stock Option (right to buy)	02/25/2005	02/25/2014⁽²⁾	Common Stock	4,400	$24.75	D
Non-Qualified Stock Option (right to buy)	03/21/2006	03/21/2012⁽²⁾	Common Stock	5,000	$27.08	D
Stock Appreciation Rights	04/02/2008	04/02/2014⁽³⁾	Common Stock	15,000	$20.86	D

Explanation of Responses:

1. Award of restricted common stock. 3,500 shares granted on 10/12/07 and 5,000 shares granted on 4/2/07. These shares vest over a 4 year period, with 25% vesting one year from the grant date and each succeeding anniversary until all shares have vested. An additional 5,000 shares were granted on 6/6/06, where 25% vest 2 years from the grant date, 25% vest three years from the grant date, and the remaining 50% vest 4 years from the grant date.

2. Options covering 25% of the shares granted became exercisable on this date, which is 1 year after the date granted. The remaining 75% of the shares granted become exercisable on a monthly basis over the following 3 years.

3. Stock Appreciation Rights covering 25% of the number granted become exercisable on this date, which is 1 year after the date granted. The remaining 75% become exercisable on a monthly basis over the following 3 years.

Remarks:

	/s/ Michael L. Henry	11/30/2007
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.