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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Kaluzny Stefan L (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2014	3. Issuer Name and Ticker or Trading Symbol AEROPOSTALE INC [ ARO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X 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	6,250,000	D(1)
Common Stock	3,932,018	D(2)

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
Convertible Series B Preferred Stock	05/23/2014	05/23/2024	Common Stock	3,932,018	$7.25	D(3)

1. Name and Address of Reporting Person* Kaluzny Stefan L (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sycamore Partners MM, L.L.C. (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (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* Sycamore Partners GP, L.L.C. (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (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* Lemur LLC (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Part of 10% owner group

1. Name and Address of Reporting Person* Aero Investors LLC (Last) (First) (Middle) C/O SYCAMORE PARTNERS 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Part of 10% owner group

Explanation of Responses:

1. These securities are owned by Lemur LLC, which is a member of a "group" with Aero Investors LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act.

2. These securities are beneficially owned by Aero Investors LLC, which is a member of a "group" with Lemur LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act. These securities represent the shares of common stock issuable upon the full conversion of the 1,000 shares of Series B convertible preferred stock of the Issuer set forth in Table II and payment of the $7.25 per share conversion price thereof.

3. This represents 1,000 shares of Convertible Series B Preferred Stock that are beneficially owned by Aero Investors LLC, which is a member of a "group" with Aero Investors LLC, Sycamore Partners GP, L.L.C., Sycamore Partners MM, L.L.C. and Stefan Kaluzny for purposes of Section 13(d) of the Exchange Act.

	/s/ Stefan L. Kaluzny	05/30/2014
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C.	05/30/2014
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the General Partner of Sycamore Partners GP, L.L.C.	05/30/2014
	/s/ Stefan L. Kaluzny, Managing Member of Sycamore Partners MM, L.L.C., the General Partner of Sycamore Partners GP, L.L.C., the Managing Member of SP Investment Holdings L.P., the Managing Member of Lemur LLC	05/30/2014
	/s/ Stefan L. Kaluzny, President and Chief Executive Officer of Aero Investors LLC	05/30/2014
	** 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.