X0306 4 2013-05-01 0 0000350199 CACHE INC CACH 0001074749 MFP PARTNERS LP C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10065 1 0 1 0 0001105685 MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10065 0 0 1 0 0000918537 PRICE MICHAEL F C/O MFP INVESTORS LLC 667 MADISON AVENUE, 25TH FLOOR NEW YORK NY 10065 0 0 1 0 Common Stock, par value $0.01 per share 2013-05-01 4 M 0 791145 1.65 A 2994894 D Common Stock, par value $0.01 per share 2013-05-01 4 A 0 791741 1.65 A 3786635 D Subscription Rights (right to buy) 1.65 2013-05-01 4 M 0 791145 0.00 D 2013-04-05 2013-04-25 Common Stock 791145 0 D MFP Investors is the general partner of MFP Partners. Mr. Price is the managing partner of MFP Partners and the managing member and controlling person of MFP Investors. MFP Partners is the direct beneficial owner of 3,786,635 shares of common stock of the Company ("Common Shares") and was the direct holder of the related subscription rights. Each Reporting Person other than MFP Partners may be deemed to be the indirect beneficial owner of 3,786,635 Common Shares; however, each such Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of these Reporting Persons is the beneficial owner of the Common Shares described herein for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. On May 1, 2013, upon the consummation of the Rights Offering commenced on April 5, 2013 (the "Rights Offering") and the closing of the transactions contemplated by the Investment Agreement, dated as of February 5, 2013, by and among the Company, MFP Partners, Mill Road Capital, L.P. and Jay Margolis (as amended, the "Investment Agreement"), MFP Partners acquired 1,582,886 shares of Common Stock, consisting of 791,145 shares acquired pursuant to the exercise of subscription rights it received in the Rights Offering and 791,741 shares it acquired from the Company pursuant to the Investment Agreement. This report is filed jointly by MFP Partners, L.P. ("MFP Partners"), MFP Investors LLC ("MFP Investors") and Michael F. Price (each, a "Reporting Person" and, collectively, the "Reporting Persons") in connection with their respective direct and indirect relationships with Cache, Inc. (the "Company"). Mr. Price is a director of the Company. MFP Partners and MFP Investors may be deemed directors of the Company by virtue of their relationships with Mr. Price. BY: MFP INVESTORS LLC By: /s/ Michael F. Price, Managing Member 2013-05-03 /s/ Michael F. Price, Managing Member 2013-05-03 /s/ Michael F. Price 2013-05-03