dELiAs, Inc. 4
4 · dELiAs, Inc. · Filed Aug 2, 2013
Insider Transaction Report
Form 4
dELiAs, Inc.DLIA
Zimmerman Michael
Director
Transactions
- Purchase
Convertible Promissory Note
2013-07-31$3750000.00/sh+3,750,000$14,062,500,000,000→ 3,750,000 total(indirect: See footnote)Exercise: $1.05→ Common Stock (3,571,429 underlying)
Footnotes (3)
- [F1]The principal amount of the Convertible Promissory Note is automatically convertible into common stock of dELiA*s, Inc. (the "Issuer") only upon issuer's receipt of stockholder approval of the issuance of the shares of common stock underlying the Convertible Promissory Notes issued by the Issuer to the investors (including Prendel LLC) pursuant to that certain Securities Purchase Agreement, dated as of July 25, 2013, by and among the Issuer and the investors party thereto.
- [F2]The maturity date of the Convertible Promissory Note is the earlier of (y) January 31, 2014 and (z) the trading day after stockholder approval is not obtained at a meeting of stockholders of Issuer.
- [F3]Michael Zimmerman ("Mr. Zimmerman") controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital Management, LP ("Prentice Capital"), the investment manager of Prendel LLC ("Prendel"). Prendel is the holder of the Convertible Promissory Note reported in this Form 4. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the common stock underlying the Convertible Promissory Note held by Prendel except to the extent of their pecuniary interest therein.