0001209191-17-059073.txt : 20171103 0001209191-17-059073.hdr.sgml : 20171103 20171103134954 ACCESSION NUMBER: 0001209191-17-059073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171011 FILED AS OF DATE: 20171103 DATE AS OF CHANGE: 20171103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garcia Rene CENTRAL INDEX KEY: 0001443389 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 171175769 MAIL ADDRESS: STREET 1: 1608 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aqua Capital Fund, LLC CENTRAL INDEX KEY: 0001547245 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 171175767 BUSINESS ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-448-2240 MAIL ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacavi Investments, LLC CENTRAL INDEX KEY: 0001547247 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 171175766 BUSINESS ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-448-2240 MAIL ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garcia 2012 Family Dynasty Trust #3 CENTRAL INDEX KEY: 0001547252 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19714 FILM NUMBER: 171175768 BUSINESS ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-448-2240 MAIL ADDRESS: STREET 1: 1600 NW 84TH AVENUE CITY: MIAMI STATE: FL ZIP: 33126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Perfumania Holdings, Inc. CENTRAL INDEX KEY: 0000880460 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 650026340 STATE OF INCORPORATION: FL FISCAL YEAR END: 0203 BUSINESS ADDRESS: STREET 1: 35 SAWGRASS DRIVE STREET 2: SUITE 2 CITY: BELLPORT STATE: NY ZIP: 11713 BUSINESS PHONE: 6318664100 MAIL ADDRESS: STREET 1: 35 SAWGRASS DRIVE STREET 2: SUITE 2 CITY: BELLPORT STATE: NY ZIP: 11713 FORMER COMPANY: FORMER CONFORMED NAME: E COM VENTURES INC DATE OF NAME CHANGE: 20000211 FORMER COMPANY: FORMER CONFORMED NAME: PERFUMANIA INC DATE OF NAME CHANGE: 19930328 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-10-11 1 0000880460 Perfumania Holdings, Inc. PERF 0001443389 Garcia Rene 6900 N.W. 25TH STREET MIAMI FL 33122 0 0 1 1 Member of 10% 13D Group 0001547252 Garcia 2012 Family Dynasty Trust #3 6900 N.W. 25TH STREET MIAMI FL 33122 0 0 1 1 Member of 10% 13D Group 0001547245 Aqua Capital Fund, LLC 6900 N.W. 25TH STREET MIAMI FL 33122 0 0 1 1 Member of 10% 13D Group 0001547247 Jacavi Investments, LLC 6900 N.W. 25TH STREET MIAMI FL 33122 0 0 1 1 Member of 10% 13D Group Common Stock, $0.01 par value 2017-10-11 4 D 0 8362032 0.00 D 0 I By LLC Common Stock, $0.01 par value 2017-10-11 4 A 0 1000 A 1000 I By LLC Common Stock, $0.01 par value 2017-10-11 4 D 0 830236 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 17257 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 101333 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 227847 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 121615 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 121615 0.00 D 0 D Common Stock, $0.01 par value 2017-10-11 4 D 0 121615 0.00 D 0 D Warrants (right to purchase) 23.94 2017-10-11 4 D 0 72738 0.00 D 2008-08-11 2018-08-11 Common Stock, $0.01 par value 72738 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 170666 0.00 D 2012-04-18 2017-12-18 Common Stock, $0.01 par value 170666 0 D Warrants (right to purchase) 23.94 2017-10-11 4 D 0 26997 0.00 D 2008-08-11 2018-08-11 Common Stock, $0.01 par value 26997 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 191999 0.00 D 2012-04-18 2020-04-18 Common Stock, $0.01 par value 191999 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 170666 0.00 D 2012-04-18 2017-12-18 Common Stock, $0.01 par value 170666 0 D Warrants (right to purchase) 23.94 2017-10-11 4 D 0 26997 0.00 D 2008-08-11 2018-08-11 Common Stock, $0.01 par value 26997 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 192000 0.00 D 2012-04-18 2020-04-18 Common Stock, $0.01 par value 192000 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 170666 0.00 D 2012-04-18 2017-12-18 Common Stock, $0.01 par value 170666 0 D Warrants (right to purchase) 23.94 2017-10-11 4 D 0 26997 0.00 D 2008-08-11 2018-08-11 Common Stock, $0.01 par value 26997 0 D Warrants (right to purchase) 8.00 2017-10-11 4 D 0 192000 0.00 D 2012-04-18 2020-04-18 Common Stock, $0.01 par value 192000 0 D In order to facilitate the reorganization of the issuer under Chapter 11 of the Bankruptcy Code, these securities (which had no value) were cancelled for no consideration upon effectiveness of the issuer's Plan of Reorganization. Represents all the issuer shares held by the limited liability company before cancellation. Pursuant to the Chapter 11 bankruptcy proceeding, upon effectiveness of the issuer's Plan of Reorganization, a total of $14,263,460, which the Reporting Persons and other non-affiliates of the Reporting Persons were required to contribute to the limited liability company, was provided to the issuer in consideration of the issuance of these shares. Represents all the issuer shares held by the limited liability company. These shares were owned directly by JM-CO Capital Fund, LLC ("JM-CO") and indirectly by Jacqueline Marie Garcia Haley ("Haley"), as Manager. As members of JM-CO, the Carolina Marie Garcia Pirez 2012 Dynasty Trust ("CMGP Trust"), the Jacqueline Marie Garcia Haley 2012 Dynasty Trust ("JMGH Trust") and the Victor Garcia 2012 Dynasty Trust ("VG Trust") may have been deemed to be the beneficial owners of the shares previously held by JM-CO. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by JM-CO. Premier Trust, Inc. ("Premier") is the Trustee of each of the reported trusts, Haley is the Successor Trust Protector of the CMGP Trust and Carolina Marie Garcia Pirez ("Pirez") is the Successor Trust Protector of the JMGH and VC Trusts. (continued in footnote 6) As a result, each of Premier, as trustee of the reported trusts and Haley and Pirez, as Successor Trust Protectors, may have been deemed to indirectly beneficially own the shares previously held directly by JM-CO. These shares were owned directly by Aqua Capital Fund, LLC ("Aqua Capital") and indirectly by Jacavi Investments, LLC, as Manager ("Jacavi"), and Haley, as Manager of Jacavi. As the members of Jacavi and Aqua Capital, the CMGP Trust, the JMGH Trust and the VG Trust may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital. As the investment adviser of each of CMGP Trust, JMGH Trust and VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by Aqua Capital. Premier, as trustee of such trusts, and Haley and Pirez, as Successor Trust Protectors of such trusts, may have been deemed to be the beneficial owners of the shares previously owned directly by Aqua Capital. These shares were owned directly by RGarcia Investment Holdings, LLC ("RGarcia Holdings") and indirectly by Rene Garcia, as Manager. As the members of RGarcia Holdings, each of the Garcia 2012 Family Dynasty Trust #2 and the Garcia 2012 Family Dynasty Trust #3 (collectively, the "Garcia Trusts") may have been deemed to be the beneficial owners of the shares previously owned directly by RGarcia Holdings. As co-trustees of such trusts, each of Pirez, Haley and Victor Garcia ("VGarcia") may have been deemed to be the beneficial owners of the shares previously held directly by RGarcia Holdings. These securities were owned directly by the CMGP Trust. As the investment adviser of CMGP Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Trustee of CMGP Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. As the Successor Trust Protector of CMGP Trust, Haley may have been deemed to be the beneficial owner of the shares previously owned directly by CMGP Trust. These securities were owned directly by the JMGH Trust. As the investment adviser of JMGH trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Trustee of JMGH Trust, Premier may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. As the Successor Trust Protector of JMGH Trust, Pirez may have been deemed to be the beneficial owner of the shares previously owned directly by JMGH Trust. These securities were owned directly by the VG Trust. As the investment adviser of VG Trust, Rene Garcia may have been deemed to be the beneficial owner of the shares previously owned directly by VG Trust. As the Trustee of VG Trust, Premier may have been deemed the beneficial of the shares previously owned directly by VG Trust. As the Successor Trust Protector of VG Trust, Pirez may have been deemed to be the beneficial owner of the share previously owned directly by VG Trust. The individuals and entities listed in notes above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. This is the second of two Form 4 filings made on the same date as the number of Reporting Persons exceeds the Form 4 limit. /s/ Mark F. Coldwell, Attorney in Fact for Rene Garcia 2017-11-03 Garcia 2012 Family Dynasty #3; By: /s/ Mark F. Coldwell, Attorney in Fact for Garcia 2012 Family Dynasty #3 2017-11-03 Aqua Capital Fund, LLC; By: /s/ Mark F. Coldwell, Attorney in Fact for Aqua Capital Fund, LLC 2017-11-03 Jacavi Investments, LLC; By: /s/ Mark F. Coldwell, Attorney in Fact for Jacavi Investments, LLC 2017-11-03