X0202 3 2007-07-27 0 0001368147 BTHC VII Inc BTVI 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 1 0 0001326156 Zimmerman Michael 900 THIRD AVENUE, 11TH FLOOR NEW YORK NY 10022 0 0 1 0 Common stock par value $0.001 per share ("Common Stock") 25941928 I See footnote Warrant to purchase shares of Common Stock 4.10 Common Stock 3567471 I See footnote Certain private investment funds and managed accounts managed by Prentice Capital Management, LP (the "Investment Manager") acquired (i) 18,806,987 shares of Common Stock ("Shares") by exchanging 75,670 shares of common stock of Whitehall Jewelers, Inc. pursuant to the terms of that certain Agreement of Merger and Plan of Reorganization among BTHC VII, Inc., WBT Acquisition Corp. and Whitehall Jewelers, Inc., date July 27, 2007 and (ii) 7,134,941 Shares and Warrants to purchase 3,567,471 Shares for an aggregate purchase price of $24,401,498.22 pursuant to that certain Securities Purchase Agreement by and among BTHC VII, Inc., Whitehall Jewelers, Inc., Lowenstein Sandler PC and the purchasers, dated July 27, 2007. The Shares and warrants are held directly by PWJ Funding, LLC (10,623,001 Shares and warrants to purchase 2,462,086 Shares) and PWJ Lending LLC (15,318,927 Shares and warrants to purchase 1,105,385 Shares). The Shares have been voted in favor of changing the majority of the board of directors of the Issuer, which will include two directors who are employees of the Investment Manager, as set forth in the Information Statement filed by the Issuer on the preliminary Schedule 14F-1 on August 2, 2007. The Reporting Person may be deemed a director as a result of the appointment of such directors. 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 with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 3. 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 listed above. Neither the Investment Manager nor Mr. Zimmerman directly own any shares of Common Stock. Each of the Investment Manager, Mr. Zimmerman and each of the above entities disclaim any beneficial ownership of the shares of Common Stock included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest. The warrant to purchase the Issuer's Common Stock ("Warrant") will become exercisable on or after the date that the Issuer's Certificate of Incorporation is amended to increase the number of authorized shares to 100,000,000 (the "Trigger Date"). The Warrant is exercisable through and including the five year anniversary of the Trigger Date. PRENTICE CAPITAL MANAGEMENT, LP, By: /s/ Michael Weiss as Chief Financial Officer 2007-08-06