dELiAs, Inc. 4
4 · dELiAs, Inc. · Filed Oct 28, 2013
Insider Transaction Report
Form 4
dELiAs, Inc.DLIA
Zimmerman Michael
Director
Transactions
- Conversion
Convertible Promissory Note
2013-10-24+3,571,429→ 0 total(indirect: See footnote)Exercise: $1.05→ Common Stock (3,571,429 underlying) - Conversion
Common Stock
2013-10-24$1.05/sh+3,571,429$3,750,000→ 6,034,680 total(indirect: See Footnote)
Holdings
- 105,643
Common Stock
Footnotes (3)
- [F1]The Convertible Promissory Note is 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 (the "Notes") issued by the Issuer to the investors pursuant to that certain Securities Purchase Agreement, dated as of July 25, 2013, by and among the Issuer and the investors party thereto. Stockholder approval of the issuance of the shares of common stock underlying the Notes was obtained on October 24, 2013 and, as a result, the Notes were automatically converted into common stock.
- [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 manager of Prendel LLC ("Prendel"). Prendel is the holder of the Convertible Promissory Note reported in this Form 4. After giving effect to the automatic conversion of the Convertible Promissory Note held by Prendel, Prendel owns 6,034,680 shares of common stock of the Issuer. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the common stock of the Issuer owned by Prendel except to the extent of their pecuniary interest therein.