dELiAs, Inc. 4
4 · dELiAs, Inc. · Filed Feb 27, 2014
Insider Transaction Report
Form 4
dELiAs, Inc.DLIA
Zimmerman Michael
Director
Transactions
- Purchase
Series B Convertible Preferred Stock
2014-02-18$100.00/sh+8,559$855,900→ 8,559 total(indirect: Footnote)Exercise: $0.80From: 2014-02-18→ Common Stock (1,069,875 underlying) - Purchase
Convertible Promissory Note
2014-02-18$1144100.00/sh(indirect: Footnote)Exercise: $100.00→ Series B Convertible Preferred Stock (11,441 underlying)
Footnotes (5)
- [F1]The Series B Convertible Preferred Stock of dELiA*s, Inc. (the "Issuer") has no expiration date.
- [F2]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 shares of Series B Convertible Preferred Stock and the Convertible Promissory Note reported in this Form 4. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of the common stock underlying the Series B Convertible Preferred Stock held by Prendel and the Series B Convertible Preferred Stock issuable to Prendel upon conversion of the Convertible Promissory Note, except to the extent of their pecuniary interest therein.
- [F3]The principal amount of the Convertible Promissory Note is automatically convertible into Series B Convertible Preferred Stock of the Issuer upon Issuer's receipt of stockholder approval of an amendment to the Issuer's Certificate of Incorporation (the "Charter Amendment") to increase the number of shares of common stock of the Issuer authorized thereunder to permit the conversion, in full, of the maximum number of shares of common stock of the Issuer issuable upon conversion of the (y) shares of Series B Convertible Preferred Stock issued by the Issuer to the investors (including Prendel) pursuant to that certain Securities Purchase Agreement, dated as of February 18, 2014 (the "Securities Purchase Agreement"), by and among the Issuer and the investors party thereto and (z) shares of Series B Convertible Stock issuable upon conversion of the Convertible Promissory Notes issued by the Issuer to the investors (including PrenDel) pursuant to the Securities Purchase Agreement.
- [F4]The Series B Convertible Preferred Stock to which the Convertible Promissory Note held by Prendel will be converted upon receipt of stockholder approval may, in turn, be converted into common stock of the Issuer. Each share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock determined by dividing the stated value of a share of Series B Convertible Preferred Stock (i.e. $100) by the conversion price of the Series B Convertible Preferred Stock (which conversion price is currently $0.80).
- [F5]The maturity date of the Convertible Promissory Note is the earlier of (y) August 18, 2014 and (z) the trading day after stockholder approval of the Charter Amendment is not obtained at a meeting of stockholders of Issuer.