UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)(*)
Joe's Jeans Inc.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
47777N101
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(CUSIP Number)
Windsong DB, LLC
1599 Post Road East
Westport, CT 06880
Telephone: (203) 310-3600
with a copy to:
Nazim Zilkha
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 3, 2010
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP No. 47777N101
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1. Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
Windsong DB, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization Delaware
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Number of Shares 7. Sole Voting Power
Beneficially 2,941,552
Owned by Each ---- -----------------------------------------------------
Reporting 8. Shared Voting Power
Person With 0
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9. Sole Dispositive Power
2,941,552
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,941,552
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11) 4.8%(1)
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14. Type of Reporting Person (See Instructions)
CO
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(1) Based upon 61,612,826 shares of Common Stock issued and outstanding as
reported by the Issuer in its annual report on Form 10-K filed with the SEC for
the fiscal year ended November 30, 2009.
This Amendment No. 2 ("Amendment No. 2") to the statement on Schedule 13D filed
on December 29, 2006 with the Securities and Exchange Commission (the "SEC"), as
amended by Amendment No. 1 filed with the SEC on July 11, 2007 (the "Schedule
13D"), is filed with respect to the common stock, par value $0.10 per share (the
"Common Stock") of Joe's Jeans Inc. (f/k/a Innovo Group Inc.), a Delaware
corporation (the "Issuer"). Capitalized terms used but not defined herein shall
have the meanings attributed to them in the Schedule 13D.
Except as expressly provided herein, this Amendment No. 2 does not modify any of
the information previously reported in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) and (b) The information contained on the cover pages of this Amendment
No. 2 is incorporated herein by reference. Windsong has (i) beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) and (ii) sole power to
vote or direct the vote and sole power to dispose or direct the disposition of
2,941,552 shares of Common Stock, which represents approximately 4.8% of the
shares of Common Stock issued and outstanding as of February 19, 2010.
(c) The type of transaction, transaction date, number of shares, and price
per share for all transactions in the Common Stock by Windsong within the last
60 days are set forth on Exhibit A attached hereto and incorporated herein by
reference. All trades by Windsong were done in the open market.
(d) Not applicable.
(e) As of the close of business on February 19, 2010, Windsong ceased to
be subject to beneficial ownership filing requirements under Section 13 of the
Exchange Act, as amended, as its beneficial ownership of Common Stock was as of
that date and is as of the date hereof below 5% of the shares of Common Stock
issued and outstanding.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 25, 2010
WINDSONG DB, LLC
By: /s/ William Sweedler
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Name: William Sweedler
Title: Authorized Officer
Exhibit A
TRANSACTIONS BY WINDSONG DB, LLC
Transaction Activity
Trade Date (Buy/Sell) Quantity (#) Price ($)
------------ ---------------------- -------------- -----------
1/15/2010 Sell 25,000 1.60
1/19/2010 Sell 105,200 1.61
1/20/2010 Sell 62,541 1.65
1/21/2010 Sell 45,374 1.75
1/22/2010 Sell 15,827 1.70
1/26/2010 Sell 84,926 1.72
1/27/2010 Sell 35,800 1.66
1/28/2010 Sell 4,500 1.70
2/3/2010 Sell 325,250 1.79
2/4/2010 Sell 498,833 1.87
2/5/2010 Sell 111,161 1.77
2/8/2010 Sell 105,700 1.88
2/9/2010 Sell 212,998 1.99
2/10/2010 Sell 90,000 2.06
2/11/2010 Sell 69,800 2.07
2/12/2010 Sell 29,800 2.02
2/16/2010 Sell 159,493 2.14
2/17/2010 Sell 65,000 2.06
2/18/2010 Sell 77,241 2.09
2/19/2010 Sell 176,329 2.15