SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEWIS EDWIN H

(Last)

(First)

(Middle)

C/O MOSSIMO INC

2450 WHITE ROAD 2ND FLOOR

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Crumbs Bake Shop, Inc. [ CRMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Voting Preferred Stock	10/09/2012		D		69,470	D	⁽¹⁾	104,204.9	I	SEE FOOTNOTE⁽²⁾
Common Stock	10/09/2012		M		694,700	A	⁽¹⁾	1,344,094	I	SEE FOOTNOTE⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
New Crumbs Class B Exchangable Units	⁽¹⁾	10/09/2012		M			694,700	⁽³⁾	⁽⁴⁾	Common Stock	694,700	⁽⁵⁾	1,042,049	I	SEE FOOTNOTE⁽²⁾

Explanation of Responses:

1. The shares of Series A Voting Preferred Stock ("Series A Shares") and the New Crumbs Class B Exchangeable Units ("Class B Units") are exchangeable, collectively, for shares of the issuer's common stock on a one-for-one basis for no consideration, subject to the Exchange and Support Agreement among the issuer, Crumbs Holdings LLC ("Crumbs") and the members of Crumbs dated May 5, 2011.

2. The Series A Shares and the Class B Units are owned by EHL Holdings, LLC ('EHL"). The reporting person is the Chairman and sole member of EHL. By virtue of the foregoing, the reporting person may deemed to share the voting power and the power to direct the disposition of the Series A Shares and the Class B Units held by EHL. The reporting person disclaims beneficial ownership of any of the securities as to which this report relates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of section 16 or any other purpose. EHL is filing a Form 4 separately.

3. The Class B Units are immediately exchangeable for one share of the issuer's common stock.

4. The Class B Units do not expire.

5. The Class B Units and the shares of the Series A Stock were issued to the reporting person as consideration in a merger transaction on May 5, 2011, pursuant to a Business Combination Agreement between the issuer, 57th Street Merger Sub LLC, and Crumbs dated January 9, 2011, as amended.

	/s/ Edwin Lewis	10/09/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.