X0202 4 2007-06-15 0 0001016607 WILSONS THE LEATHER EXPERTS INC WLSN 0001130334 WESCHLER R TED 4048 EAST MAIN ST., 2ND FLOOR CHARLOTTESVILLE VA 22902 1 0 1 0 0001130325 PENINSULA INVESTMENT PARTNERS LP 404B EAST MAIN STREET, 2ND FLOOR CHARLOTTESVILLE VA 22902 0 0 1 0 0001265816 PENINSULA CAPITAL ADVISORS LLC 404B EAST MAIN STREET CHARLOTTESVILLE VA 22902 0 0 1 0 Common Stock Warrant (right to buy) 3.00 2007-06-15 4 H 0 1 D 2004-04-25 2009-04-25 Common Stock 1428571 0 I See Footnote Common Stock Warrant (right to buy) 2.10 2007-06-15 4 P 0 1 A 2007-06-15 2009-04-25 Common Stock 2040734 1 I See Footnote Common Stock Warrant (right to buy) 3.00 2007-06-15 4 H 0 1 D 2004-07-02 2009-07-02 Common Stock 1428571 0 I See Footnote Common Stock Warrant (right to buy) 2.10 2007-06-15 4 P 0 1 A 2007-06-15 2009-07-02 Common Stock 2040734 1 I See Footnote Series A Convertible Preferred Stock 1.50 2007-06-15 4 P 0 5000 A Common Stock 3333333 5000 I See Footnote Common Stock Warrant (right to buy) 2.00 2007-06-15 4 P 0 1 A 2012-06-15 Common Stock 1666667 1 I See Footnote The transactions reported involve the amendment of outstanding warrants in connection with an issuance of securities that results in an anti-dilution adjustment to the number of shares of Common Stock exercisable under, and the per share exercise price of such shares under, the warrants. The amendment to the warrants is reported as a cancellation of an outstanding warrant and acquisition of a new warrant. These securities are held in the account of Peninsula Investment Partners, L.P. (the "Partnership") for which Peninsula Capital Advisors, LLC ("Peninsula Advisors") serves as investment manager. Mr. R. Ted Weschler, a director of the Issuer, is the sole managing member of Peninsula Advisors. Peninsula Advisors and Mr. Weschler may be deemed to beneficially own the securities held by the Partnership by virtue of Peninsula Advisor?s position as investment manager of the Partnership and Mr. Weschler?s status as the managing member of Peninsula Advisors. Collectively, R. Ted Weschler, Peninsula Advisors and the Partnership are the Reporting Persons. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Exchange Act or any other purpose. The Series A Convertible Preferred Stock is convertible into Common Stock of the Issuer at an initial conversion rate of 666.6667 shares of Common Stock for each share of Series A Convertible Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock is subject to adjustment based on changes in the conversion price, which is $1.50 initially, in the event of stock splits and similar events, and in the event of stock issuances below either the market price or the conversion price (other than certain customary exceptions). The number of shares issuable upon conversion of a share of Series A Convertible Preferred Stock at any time will be determined by dividing the stated value of such share, $1,000, by the conversion price then in effect. Immediately exercisable; provided that the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and exercise of the Warrants issued to all purchasers in the offering is limited to 19.9% of the number of shares of Common Stock of the Issuer that were outstanding prior to the issuance of such securities until the Issuer?s shareholders approve issuance of shares of Common Stock in excess of such exchange cap. The Series A Convertible Preferred Stock has no expiration date. The purchase price for a unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 50% of the shares of Common Stock issuable upon conversion of such share of Series A Convertible Preferred Stock was $1,000. The number of shares of Common Stock issuable upon exercise of the Warrant and the exercise price per share of Common Stock subject to the Warrant are subject to adjustment in the event of stock splits and similar events, and in the event of stock issuances below either the market price or exercise price (other than certain customary exceptions). /s/ R. Ted Weschler 2007-06-19 By: Pensinsula Capital Appreciation, LLC, Its General Partner By: /s/ R. Ted Weschler, Managing Member 2007-06-19 By: /s/ R. Ted Weschler, Managing Member 2007-06-19