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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zimmerman Michael C/O PRENTICE CAPITAL MANAGEMENT, L.P. 623 FIFTH AVENUE, 32ND FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Jodie Simon Friedman, Attorney in Fact | 02/05/2014 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents common stock issued at fair market value under the Issuer's 2013 Equity Incentive Plan in lieu of a semi-annual retainer fee of $7,500. |
| (2) | Includes: (i) 5,000 unvested restricted stock units ("RSUs") granted on July 10, 2013 pursuant to the Issuer's 2008 Equity Incentive Plan (the "2008 EIP"), which vest ratably over a five-year period commencing July 10, 2014; (ii) 4,000 unvested RSUs (out of an original grant of 5,000 RSUs on August 14, 2012 pursuant to the 2008 EIP, which vest ratably over a 5-year period commencing August 14, 2013); and (ii) 3,000 unvested RSUs (out of an original grant of 5,000 RSUs on July 19, 2011 pursuant to the 2008 EIP, which vest ratably over a five-year period commencing July 19, 2012). |
| (3) | Represents common stock of the Issuer purchased by PrenKid LLC, a limited liability company owned 50% by the reporting person and 50% by Mario Ciampi, another director of the Issuer. |
| (4) | Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to Prentice Consumer Partners, L.P. and certain managed accounts (the "Investment Entities"). The Investment entities own 4,399,733 shares of the Issuer's common stock (the "Prentice Shares"). Mr. Zimmerman is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of the Investment Entities. Neither the Investment Manager nor Mr. Zimmerman directly own the Prentice Shares. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the Prentice Shares to the extent such beneficial ownership exceeds such person's pecuniary interest therein. |
| Remarks: Exhibit List Exhibit 24 - Power of Attorney | |