09/20/2024 | Press release | Distributed by Public on 09/20/2024 15:04
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sycamore Partners Torrid, L.L.C. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners, L.P. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners Associates-C, L.P. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners Associates, L.P. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners Associates Investments, L.P. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners (Co-Invest), L.L.C. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Sycamore Partners Associates Co-Invest, L.P. 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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Kaluzny Stefan L 9 W. 57TH STREET, 31ST FLOOR NEW YORK, NY10019 |
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/s/ Stefan Kaluzny | 2024-09-20 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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) | The shares of common stock were sold by Sycamore Partners Torrid, L.L.C., a Delaware limited liability company, in connection with the exercise of the underwriters' option to purchase additional shares of common stock in a registered public offering, which closed on September 19, 2024, at a price of $3.80 (net of underwriting discount). |
(2) | This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore Partners Torrid, (b) Sycamore Partners, L.P., (c) Sycamore Partners Associates-C, L.P., (d) Sycamore Partners Associates, L.P., (e) Sycamore Partners Associates Investments, L.P., (f) Sycamore Partners (Co-Invest), L.L.C. (g) Sycamore Partners Associates Co-Invest, L.P. (the entities listed in clauses (b) through (g), the "Sycamore Entities") and (h) Mr. Stefan Kalunzy. Sycamore Partners Torrid is owned directly or indirectly by the Sycamore Entities. The direct or indirect general partners or managing members of each of the Sycamore Entities are controlled directly or indirectly by Mr. Kaluzny. |
(3) | (Continued from footnote 2) Each Sycamore Entity and Mr. Kaluzny expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4, except to the extent of their respective pecuniary interest therein, if any. |
(4) | The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended. |