UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1231, 2016

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)



California	0-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



3450 East Miraloma Avenue Anaheim, CA		92806-2101
(Address of principal executive offices)		(Zip Code)

(714) 414-4000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)



o	Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))



o	Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~On ~~Key~~May ~~Employee~~31, ~~Incentive~~2016, ~~Plan~~Craig Gosselin resigned as Senior Vice President, General Counsel and Human Resources of Pacific Sunwear of California, Inc. (the "Company") to pursue another opportunity. Mr. Gosselin's resignation is effective as of the end of June 2016. Since Mr. Gosselin's resignation was voluntary, he will not be entitled to receive severance benefits from the Company.

ByItem order entered on May 12, 2016, the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) approved the Key Employee Incentive Plan (the “KEIP”) of Pacific Sunwear of California, Inc7.01 ~~and~~Regulation ~~its~~FD subsidiaries Miraloma Borrower Corporation and Pacific Sunwear Stores Corp. (collectively, the “Company”). The KEIP is designed to incentivize certain officers who hold critical operational leadership or corporate management positions within the Company (the “KEIP Participants”) to preserve and maximize the going concern value of the Company’s business, so as to help maximize value for the benefit of the Company’s stakeholders in its chapter 11 proceedings.Disclosure

~~Under~~As ~~the~~previously ~~KEIP,~~disclosed ~~KEIP~~in ~~Participants~~a ~~will~~Current beReport ~~entitled~~on toForm ~~receive up to one~~8-~~half~~K offiled by the ~~Maximum~~Company ~~Incentive~~on ~~Bonus~~April ~~(as~~8, ~~set~~2016, ~~forth~~the ~~below)~~Company ~~upon~~and ~~consummation~~its oftwo asubsidiaries ~~chapter~~(collectively 11with ~~plan (~~the ~~“Plan Metric”)~~Company, ~~with~~ the ~~percentage~~"Debtors") offiled ~~total~~voluntary ~~payout~~petitions ~~being~~in ~~dependent~~the ~~upon~~United ~~the~~States ~~date~~Bankruptcy ~~such~~Court ~~plan~~for isthe ~~consummated~~District of Delaware (the ~~“Effective~~"Bankruptcy ~~Date”~~Court")~~. 100%~~ ofseeking ~~the~~relief ~~Plan~~under ~~Metric~~Chapter ~~portion~~11 of ~~the~~Title ~~Maximum~~11 ~~Incentive~~of ~~Bonus~~the ~~will~~United beStates ~~paid~~Code if (the ~~Effective~~"Bankruptcy ~~Date~~Code"). ~~occurs~~The byChapter ~~September~~11 ~~30,~~cases ~~2016;~~are ~~80%~~being ~~will~~administered beunder ~~paid~~the ifcaption ~~the~~"In ~~Effective~~re ~~Date~~Pacific ~~occurs~~Sunwear byof ~~October~~California, 31Inc., ~~2016;~~et ~~and~~al.", ~~60%~~Case ~~will~~Nos. be16-10881, ~~paid~~16-10882 ifand 16-10883 (the ~~Effective~~"Chapter ~~Date~~11 ~~occurs by November 30, 2016~~Cases").

~~KEIP~~On ~~Participants~~May ~~will~~31, be2016, ~~entitled to receive up to one-half of~~ the ~~Maximum~~Debtors ~~Incentive~~filed ~~Bonus dependent upon the Company’s achieving compliance with certain covenants set forth in~~ their ~~debtor~~monthly inoperating ~~possession~~report ~~financing~~for ~~agreement with Wells Fargo (~~the ~~“DIP~~period ~~Agreement”)~~of ~~(each~~April 3, a2016 ~~“DIP~~through ~~Financing~~April ~~Metric” and together~~30, ~~the~~2016 ~~“DIP Financing Metrics”). KEIP Participants will be entitled to receive one quarter of~~ (the ~~Maximum~~"April ~~Incentive~~Monthly ~~Bonus~~Operating ~~(as set forth below~~Report") ~~dependent upon the Company’s continued compliance~~ with the ~~cash~~Bankruptcy ~~receipts~~Court. ~~covenant~~The ofApril ~~the~~Monthly ~~DIP~~Operating ~~Agreement~~Report ~~for~~is ~~the~~attached ~~pendency~~hereto ofas ~~the~~Exhibit ~~Company’s~~99.1 ~~chapter~~and 11is ~~cases. KEIP~~incorporated ~~Participants~~herein ~~will~~ be entitled to the remaining one quarter of the Maximum Incentive Bonus dependent upon the Company’s compliance with the total disbursements covenant of the DIP Agreement during the pendency of their chapter 11 casesreference.

~~KEIP~~Additional ~~Participants~~information ~~will~~on ~~be paid in two (2) equal cash payments with~~ the ~~first~~Chapter ~~payment~~11 ~~made~~Cases, noincluding ~~later~~access ~~than~~to 15documents ~~days~~filed ~~after~~with the ~~Effective~~Bankruptcy ~~Date~~Court, ~~and~~can ~~the second payment to~~ be ~~made~~accessed noat ~~later than December 15~~pacsun.com, ~~2016;~~cases.primeclerk.com/pacsun ~~provided that,~~ (the ~~second~~court-appointed ~~payment~~claims toagent ~~Gary~~site), ~~Schoenfeld~~or ~~shall~~www.deb.uscourts.gov, ~~not be made until~~ the ~~second~~official ~~payment~~Bankruptcy ~~has~~Court ~~been made to holders of certain unsecured trade claims~~website.

The ~~table~~information ~~below~~in ~~lists~~Item ~~the~~7.01 ~~Maximum~~of ~~Incentive~~this ~~Bonus~~Form ~~amounts~~8-K is being furnished and shall not be deemed “filed” for ~~those~~purposes ~~KEIP~~of ~~Participants~~Section ~~who~~18 ~~are~~of ~~named~~the ~~executive~~Securities ~~officers~~Exchange Act of 1934, as amended (the ~~Company:~~“Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

KEIP Participant	Maximum Incentive Bonus
Gary H. Schoenfeld,President and CEO	75% of Salary or $787,500
Alfred Chang,SVP of Men’s Merchandising	50% of Salary or $210,000
Jonathan Brewer,SVP of Product Development & Supply Chain	40% of Salary or $167,500
Craig E. Gosselin,SVP of Human Resources & General Counsel	40% of Salary or $157,600
Ernie Sibal,Vice President and CFO	48% of Salary or $145,300

Cautionary Statement Regarding April Monthly Operating Report

IfThe Company cautions investors and potential investors not to place undue reliance upon the information contained in the April Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any ~~KEIP~~of ~~Participant~~the ~~voluntarily~~securities ~~leaves~~of orthe Company. The April Monthly Operating Report is ~~terminated~~limited in scope, covers a limited time period and has been prepared solely for ~~cause~~the ~~within~~purpose 60of ~~days~~complying ~~after~~with ~~earning~~the monthly reporting requirements applicable in the ~~KEIP~~Chapter ~~award~~11 ~~(or~~Cases ~~before)~~and is in a format acceptable to the U.S. Trustee. The forecasts contained in the April Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, heas orwell ~~she~~as ~~will~~numerous beother ~~required~~factors. These factors are difficult to ~~return~~predict accurately and in many cases are outside of the ~~amount~~Company’s ~~awarded~~control. toConsequently, ~~him~~it oris ~~her~~likely ~~(or~~that actual results will ~~forfeit~~differ from those reflected in the ~~award~~April ifMonthly Operating Report and such ~~termination~~differences ~~occurs~~may ~~prior~~be significant. The Company has not made and does not make any representation to ~~payment~~any ofperson regarding the ~~KEIP~~Company’s ~~award)~~future results. If aFurthermore, ~~KEIP~~the ~~participant~~Company is ~~terminated~~not ~~without~~required ~~cause~~to ~~prior~~publicly update the April Monthly Operating Report to reflect more current facts or estimates or the ~~consummation~~occurrence of future events, including if the ~~Plan~~facts, ~~Metric~~estimates and~~/or~~ assumptions upon which the ~~DIP~~April ~~Financing~~Monthly ~~Metrics,~~Operating heReport oris ~~she~~based ~~will~~are ~~receive~~erroneous. ~~his~~The April Monthly Operating Report was not audited or ~~her~~reviewed ~~award~~by onindependent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a ~~prorated~~format ~~basis~~prescribed ~~considering~~by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the ~~proportion~~perspective of ~~time~~an ~~from~~investor or potential investor in the ~~date~~Company’s onsecurities, the April Monthly Operating Report is complete. The April Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s ~~filed~~reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for ~~chapter~~the 11period ~~relief~~that would be reflected in the Company’s financial statements or in its reports pursuant to the ~~date~~Exchange Act. Results set forth in the ~~award~~April isMonthly ~~earned~~Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. We are providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in the forward-looking statements contained herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, future events or performance (often, but not always identifiable by the use of the words or phrases such as “will result,” “expects to,” “will continue,” “anticipates,” “plans, “intends,” “estimated,” “projects,” and “outlook”) are not historical facts and may be forward-looking and, accordingly, such statements involve estimates, assumptions and uncertainties which could cause actual results to differ materially from

those expressed in these forward-looking statements. All forward-looking statements included in this Report are based on information available to us as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2015 and September 10, 2015, most recent Annual Report on Form 10-K filed with the SEC on March 26, 2015, as well as in other past filings with the SEC; and risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the ability of the Company and its subsidiaries to consummate the transactions contemplated by the Restructuring Support Agreement with respect to the Chapter 11 Cases, (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 Cases, (vi) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the Restructuring Support Agreement, (vii) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (viii) the ability to operate the Company’s business and consummate the transactions contemplated by the Restructuring Support Agreement, (ix) the transactions contemplated by the DIP Credit Agreement, and the Restructuring Support Agreement being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi) the Company’s ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Company’s operations, and (xii) the Company’s ability to retain key executives and employees. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made.


Item 9.01	Financial Statements and Exhibits

(d) Exhibits

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~May~~June 182, 2016



	PACIFIC SUNWEAR OF CALIFORNIA, INC.

	/s/ CRAIG E. GOSSELIN
	Craig E. Gosselin Senior Vice President, General Counsel and Human Resources

EXHIBIT INDEX



EXHIBIT NUMBER		DESCRIPTION

99.1		April Monthly Operating Report

Filing Compare · PACIFIC SUNWEAR OF CALIFORNIA INC