SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Burlingame Asset Management, LLC (Last) (First) (Middle) 1 SANSOME STREET SUITE 2900 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EVERLAST WORLDWIDE INC [ EVST ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/12/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Common Stock	05/12/2006		P		16,779	A	$13.57	353,126	I	See(1)(4)
Common Stock	05/12/2006		P		2,464	A	$13.57	48,041	I	See(2)(4)
Common Stock	05/12/2006		P		757	A	$13.57	120,991	I	See(3)(4)

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

1. Name and Address of Reporting Person* Burlingame Asset Management, LLC (Last) (First) (Middle) 1 SANSOME STREET SUITE 2900 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sanford Blair (Last) (First) (Middle) ONE SANSOME STREET, SUITE 2900 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BURLINGAME EQUITY INVESTORS LP (Last) (First) (Middle) ONE SANSOME ST STE 2900 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BURLINGAME EQUITY INVESTORS II L P (Last) (First) (Middle) ONE SANSOME ST SUITE 2900 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Burlingame Equity Investors (Offshore) Ltd. (Last) (First) (Middle) CLIFTON HOUSE, 75 FORT STREET PO BOX 1350 GT (Street) GEORGE TOWN, GRAND CAYMAN E9 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects trades of Burlingame Equity Investors, LP ("Domestic Fund"), a Delaware limited partnership. After the trades reported on this Form 4, the Domestic Fund owns 353,126 shares of common stock.

2. Reflects trades of Burlingame Equity Investors II, LP ("Domestic Fund"), a Delaware limited partnership. After the trades reported on this Form 4, the Domestic Fund II owned 48,041 shares of common stock.

3. Reflects trades of Burlingame Equity Investors (Offshore) Ltd. ("Offshore Fund"), a Cayman Islands exempted company. After the trades reported on this Form 4, the Offshore Fund owns 120,991 shares of common stock.

4. Burlingame Asset Management, LLC ("BAM"), a Delaware limited liability company, is the general partner of each of the Domestic Fund and Domestic Fund II, and the investment manager of the Offshore Fund. BAM, in its capacity as general partner and investment manager, respectively, of the Domestic Fund, Domestic Fund II, and the Offshore Fund is deemed to indirectly own the shares of common stock owned by the Domestic Fund, Domestic Fund II and the Offshore Fund. Blair E. Sanford, as the controlling person of BAM, may be deemed to indirectly own the shares of common stock owned by BAM. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of BAM, Domestic Fund, Dometic Fund II, Offshore Fund and Mr. Sanford herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form.

	Burlingame Asset Management, LLC, by Blair E. Sanford, Managing Member	05/16/2006
	Burlingame Equity Partners, LP, by Burlingame Asset Management, LLC, as GP, by Blair E. Sanford, Managing Member	05/16/2006
	Burlingame Equity Partners II, LP, by Burlingame Asset Management, LLC, as GP, by Blair E. Sanford, Managing Member	05/16/2006
	Burlingame Equity Investors (Offshore), Ltd., by Blair E. Sanford, Director	05/16/2006
	Blair E. Sanford	05/16/2006
	** 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.