X0202 3 2006-07-13 0 0000821002 G III APPAREL GROUP LTD /DE/ GIII 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock ("Common Stock") 2000000 I See Footnotes Common Stock issuable upon exercise of Warrant 11.00 2007-01-13 2011-07-13 Common Stock 375000 I See Footnotes Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P. ) and manages investments for certain entities in managed accounts (such funds and accounts, the "Investment Entities"). 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 the Investment Entities. The Reporting Persons hold the reported securities indirectly through the Investment Entities. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the reported securities to the extent such beneficial ownership exceeds such person's pecuniary interest. THE REPORTING PERSONS AND THEIR AFFILIATES ARE PROHIBITED FROM EXERCISING THE SECURITIES LISTED IN TABLE II, IF AFTER SUCH EXERCISE THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 4.99% OF THE OUTSTANDING COMMON STOCK; PROVIDED THAT THE REPORTING PERSONS MAY INCREASE OR DECREASE SUCH PERCENTAGE TO ANY OTHER PERCENTAGE NOT IN EXCESS OF 9.99% UPON NOTICE TO THE ISSUER; PROVIDED, FURTHER, THAT ANY SUCH INCREASE WILL NOT BE EFFECTIVE UNTIL THE SIXTY-FIRST (61ST) DAY AFTER SUCH NOTICE IS DELIVERED TO THE ISSUER. The exercise price is subject to adjustment upon the occurrence of specified events, including customary weighted average price anti-dilution adjustments in accordance with the terms of the Warrant. PRENTICE CAPITAL MANAGEMENT, LP, By: Michael Weiss as Chief Financial Officer, /s/ Michael Weiss 2006-07-24