X0202 4/A 2006-03-16 2006-03-17 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 2006-03-09 4 J 0 8200396 1.60 A 11428475 I See footnote Common Stock 2006-03-16 4 J 0 231853 1.60 A 11660328 I See footnote 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. WJ Holding Corp. ("WJ Holding") and WJ Acquisition Corp. ("WJ Acquisition") are entities established to serve as acquisition vehicles for the purpose of consummating the tender offer as described below in footnote 4. WJ Acquisition is a wholly-owned subsidiary of WJ Holding. PWJ Lending, PWJ Funding, WJ Holding and WJ Acquisition are directly controlled by Investment Manager. PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding beneficially owns 1,133,733 shares. WJ Acquisition beneficially owns 8,432,249 shares. Neither the Investment Management nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 11,660,328 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. Based on information provided by the Depositary, WJ Acquisition accepted for purchase 8,200,396 shares in the initial offer period that expired on March 9, 2006 and an additional 231,853 shares in the subsequent offering period that expired on March 16, 2006 pursuant to the tender offer commenced on February 8, 2006 for all the outstanding shares of common stock, par value $0.001 per share, together with the associated preferred stock purchase rights, of the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on February 8, 2006, as amended. PRENTICE CAPITAL MANAGEMENT, LP, By: /s/ Michael Weiss as Chief Financial Officer 2006-03-24