X0202 4/A 2006-02-01 2006-01-24 0 0000868984 WHITEHALL JEWELLERS INC JWL 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341139 PWJ Funding LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001341138 PWJ Lending LLC 623 FIFTH AVENUE 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001351831 WJ ACQUISITION CORP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001351829 WJ HOLDING CORP. 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock issuable upon conversion of notes See 0.75 2005-10-03 4 J 0 0 0 A 2005-10-03 Common Stock 68020815 68020815 I See Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts. PWJ Lending LLC ("PWJ Lending") is an entity established to make certain loans to Issuer and receive warrants from Issuer in connection therewith. PWJ Funding LLC ("PWJ Funding") is an entity established to purchase secured convertible notes from Issuer and make other purchases of Issuer's securities. PWJ Lending and PWJ Funding are directly controlled by Investment Manager, its manager. PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding beneficially owns 1,133,733 shares. Neither the Investment Manager nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 3,228,079 shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest therein. Certain of the Shares held by PWJ Lending and PWJ Funding are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC, and managed accounts managed by the Investment Manager and Mr. Zimmerman, in each case, as nominee for PWJ Lending and PWJ Funding. For purposes of this Form 4, references to PWJ Lending and PWJ Funding shall be deemed to include such investment funds and managed accounts. Subject to certain terms and conditions set forth in the Securities Purchase Agreement dated as of October 3, 2005 (the "Purchase Agreement"), the Company agreed to sell to PWJ Funding and Holtzman Opportunity Fund, L.P. ("Holtzman" and together with the Investment Manager, the "Investors") $50,000,000 of secured convertible notes (the "Notes"). The Purchase Agreement was subsequently terminated by the parties on February 1, 2006 and the Notes have therefore not been, and will not be, issued. Subsequent to terminating the Purchase Agreement, the Investors and their affiliates WJ Acquisition Corp. ("WJ Acquisition") and WJ Holding Corp. ("WJ Holding" and together with WJ Acquisition, the "WJ Entities") entered into an agreement and plan of merger, dated as of February 1, 2006, with the Company. The WJ Entities do not beneficially own any shares of the Company. PRENTICE CAPITAL MANAGEMENT, LP By: /s/ Michael Weiss as Chief Financial Officer 2006-02-03