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*
SUN GORDMANS, LP

(Last) (First) (Middle)
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Gordmans Stores, Inc. [ GMAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 08/10/2010 S 2,140,337 D $10.23 13,330,248 I(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SUN GORDMANS, LP

(Last) (First) (Middle)
C/O SUN CAPITAL PARTNERS, INC.
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SUN CAPITAL PARTNERS V LP

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LEDER MARC J

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KROUSE RODGER R

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sun Capital Partners V, Ltd

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sun Capital Advisors V, L.P.

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sun Holdings V, LLC

(Last) (First) (Middle)
5200 TOWN CIRCLE CENTER, SUITE 600

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents Common Stock directly held by Sun Gordmans, LP ("Sun Gordmans").
2. Sun Holdings V, LLC ("Sun Holdings V") is the general partner of Sun Gordmans. Sun Capital Partners V, L.P. ("SCP V") is the sole member of Sun Holdings V. SCP V owns all of the ownership interests of Sun Gordmans. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each own fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, Sun Holdings V, SCP V, Leder, Krouse, Sun Capital Partners V, Ltd. and Sun Capital Advisors V, L.P. (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned directly by Sun Gordmans. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.
/s/ Marc J. Leder 08/13/2010
/s/ Rodger R. Krouse 08/12/2010
/s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Capital Partners V, Ltd. 08/12/2010
/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Partners V, Ltd., General Partner for Sun Capital Advisors V, L.P. 08/12/2010
/s/ Michael J. McConvery, Vice President & Assistant Secretary, Sun Capital Advisors V, L.P., General Partner for Sun Capital Partners V, L.P. 08/12/2010
/s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Capital Partners V, L.P., Managing Member for Sun Holdings V, LLC 08/12/2010
/s/ Michael J. McConvery, Vice President & Assistant Secretary for Sun Holdings V, LLC, General Partner for Sun Gordmans, LP 08/12/2010
** 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.
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