X0202 4 2006-04-10 0 0000863456 WET SEAL INC WTSLA 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 0 0001326150 Prentice Capital Management, LP 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 1 0 0 0 Class A Common Stock ("Common Stock") 2006-04-10 4 S 0 3000000 5.95 D 3462409 I See Common Stock 2006-04-10 4 S 0 3000000 5.95 D 3462409 I See Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital," together with Mr. Zimmerman, the "Reporting Persons"), the investment manager of Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd. and certain managed accounts (the "Investment Entities"). The Reporting Persons hold the reported securities indirectly through the Investment Entities. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. THE REPORTING PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING THE SECURITIES LISTED BELOW IN (3), IF AFTER SUCH EXERCISE OR CONVERSION THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 9.99% OF THE OUTSTANDING COMMON STOCK. The Reporting Persons hold the following securities indirectly through the Investment Entities: 3,462,409 Shares of Common Stock; Series B Warrants exercisable into 1,149,107 Shares of Common Stock; Series C Warrants exercisable into 2,209,821 Shares of Common Stock; Series D Warrants exercisable into 2,308,036 Shares of Common Stock; Series E Warrants convertible into 3,683,036 Shares of Common Stock; Warrant No. A-5 exercisable into 527,319 Shares of Common Stock; Notes convertible into 8,475,467 Shares of Common Stock; and Series C Convertible Preferred Stock convertible into 2,424,666 Shares of Common Stock. The transactions reported by this Form 4 all occurred on April 10, 2006, as follows: an Investment Entity converted notes into 3,000,000 Shares of Common Stock, sold such shares and subsequently converted additional notes into an additional 3,000,000 Shares of Common Stock and sold those shares. PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Weiss as Chief Financial Officer, /s/s Michael Weiss 2006-04-12