| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ [ FOH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2012 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $1.05(1)(2) | 05/23/2012 | P | 50,000 | 05/23/2012 | (3) | Common Stock | 4,761,905 | $100 | 50,000 | I | See footnote(4) | |||
| Warrant | $0.45(5) | 05/23/2012 | P | 500,000 | 05/23/2012 | 05/23/2015 | Common Stock | 500,000 | $0 | 500,000 | I | See footnote(4) | |||
| Warrant | $0.53(5) | 05/23/2012 | P | 500,000 | 05/23/2012 | 05/23/2017 | Common Stock | 500,000 | $0 | 500,000 | I | See footnote(4) | |||
| Warrant | $0.6(5) | 05/23/2012 | P | 500,000 | 05/23/2012 | 05/23/2019 | Common Stock | 500,000 | $0 | 500,000 | I | See footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The Series A Convertible Preferred Stock is convertible into common stock of the Issuer at a price of $1.05 per share ("Conversion Price"). Additionally, dividends are payable on the Series A Preferred Stock in additional shares of Series A Preferred Stock ("PIK Shares"). The dividend rate is as follows: (i) during the period between May 23, 2012 and May 23, 2014, a rate of 9% per annum, and (ii) from and after May 23, 2014, at any time, a rate equal to the greater of 9% per annum or the highest rate per annum being paid at such time by the Issuer on any Issuer credit facility (excluding trade credit). The conversion price of the PIK Shares is $0.45 per share ("PIK Conversion Price"). |
| 2. The conversion price for the shares of Series A Preferred Stock and PIK Shares are subject to customary structural anti-dilution adjustments. Additionally, if the Issuer sells common stock or common stock equivalents at a price below the Conversion Price or the PIK Conversion Price, as the case may be, such conversion prices will be lowered to the price at which the Issuer sold such common stock or common stock equivalents but in no event less than $0.29. |
| 3. The Series A Preferred Stock has no expiration date. |
| 4. These securities are owned directly by TTG Apparel, LLC. Michael T. Tokarz is the controlling person of TTG Apparel, LLC and is the indirect beneficial owner of the reported securities. |
| 5. The exercise price is subject to customary structural anti-dilution adjustments. |
| Remarks: |
| /s/ Michael T. Tokarz | 05/25/2012 | |
| /s/ Michael T. Tokarz, as Manager of TTG Apparel, LLC | 05/25/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||