UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April~~May 2212, 2016

PACIFIC SUNWEAR OF CALIFORNIA, INC.

(Exact Name of Registrant as Specified in Charter)



California	0-21296	95-3759463
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



3450 East Miraloma Avenue Anaheim, CA		92806-2101
(Address of principal executive offices)		(Zip Code)

(714) 414-4000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)



o	Pre–commencement communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))



o	Pre–commencement communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure.~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed in a Current Report on Form 8-K filed by Pacific Sunwear of California, Inc. (the "Company") on April 8, 2016, the Company and its two subsidiaries (collectively with the Company, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). The ~~Chapter~~Key 11Employee ~~cases~~Incentive ~~are being administered under the caption "In re Pacific Sunwear of California, Inc., et al.", Case Nos. 16-10881, 16-10882 and 16-10883 (the "Chapter 11 Cases").~~Plan

OnBy ~~April~~order 22entered on May 12, 2016, the ~~Debtors~~United ~~filed~~States ~~their~~Bankruptcy ~~initial~~Court ~~monthly~~for ~~operating~~the ~~report~~District of Delaware (the ~~"Initial~~“Bankruptcy ~~Monthly~~Court”) ~~Operating~~approved ~~Report")~~the ~~with~~Key Employee Incentive Plan (the ~~Bankruptcy~~“KEIP”) ~~Court~~of Pacific Sunwear of California, Inc. ~~The~~and ~~Initial~~its ~~Monthly~~subsidiaries ~~Operating~~Miraloma ~~Report~~Borrower isCorporation ~~attached~~and ~~hereto~~Pacific asSunwear ~~Exhibit~~Stores 99Corp.1 ~~and~~(collectively, the “Company”). The KEIP is ~~incorporated~~designed ~~herein~~to beincentivize ~~reference~~certain officers who hold critical operational leadership or corporate management positions within the Company (the “KEIP Participants”) to preserve and maximize the going concern value of the Company’s business, so as to help maximize value for the benefit of the Company’s stakeholders in its chapter 11 proceedings.

~~Additional~~Under ~~information~~the onKEIP, KEIP Participants will be entitled to receive up to one-half of the ~~Chapter~~Maximum Incentive Bonus (as set forth below) upon consummation of a chapter 11 ~~Cases~~plan (the “Plan Metric”), ~~including~~with ~~access~~the topercentage ~~documents~~of ~~filed~~total ~~with~~payout being dependent upon the ~~Bankruptcy~~date ~~Court,~~such ~~can~~plan beis ~~accessed~~consummated at(the ~~pacsun.com,~~“Effective ~~cases~~Date”).~~primeclerk.com/pacsun~~ 100% (of the ~~court-appointed~~Plan ~~claims~~Metric ~~agent~~portion ~~site)~~of the Maximum Incentive Bonus will be paid if the Effective Date occurs by September 30, or2016; ~~www.deb.uscourts.gov~~80% will be paid if the Effective Date occurs by October 31, 2016; and 60% will be paid if the ~~official~~Effective ~~Bankruptcy~~Date ~~Court~~occurs ~~website~~by November 30, 2016.

~~The~~KEIP ~~information~~Participants inwill ~~Item~~be ~~7.01~~entitled ofto ~~this~~receive ~~Form~~up 8to one-Khalf isof ~~being~~the ~~furnished~~Maximum ~~and~~Incentive ~~shall~~Bonus ~~not~~dependent beupon ~~deemed~~the ~~“filed”~~Company’s ~~for~~achieving ~~purposes~~compliance ofwith ~~Section~~certain 18covenants ofset ~~the~~forth ~~Securities~~in ~~Exchange~~their ~~Act~~debtor ofin ~~1934,~~possession asfinancing ~~amended~~agreement with Wells Fargo (the “~~Exchange~~DIP ~~Act~~Agreement”) (each, ora ~~otherwise~~“DIP ~~subject~~Financing toMetric” and together, the ~~liabilities~~“DIP Financing Metrics”). KEIP Participants will be entitled to receive one quarter of ~~such~~the ~~section.~~Maximum ~~The~~Incentive ~~information~~Bonus in(as ~~Item~~set ~~7.01~~forth below) dependent upon the Company’s continued compliance with the cash receipts covenant of ~~this~~the ~~Form~~DIP ~~8-K~~Agreement ~~shall~~for ~~not~~the bependency ~~incorporated~~of bythe ~~reference~~Company’s ~~into~~chapter ~~any~~11 ~~filing~~cases. KEIP ~~under~~Participants will be entitled to the ~~Securities~~remaining ~~Act~~one quarter of ~~1933,~~the asMaximum ~~amended,~~Incentive orBonus dependent upon the ~~Exchange~~Company’s ~~Act,~~compliance ~~regardless~~with the total disbursements covenant of ~~any~~the ~~incorporation~~DIP byAgreement ~~reference~~during ~~language~~the inpendency ~~any~~of ~~such~~their ~~filing~~chapter 11 cases.

~~Cautionary~~KEIP ~~Statement~~Participants ~~Regarding~~will ~~Initial~~be ~~Monthly~~paid ~~Operating~~in ~~Report~~two (2) equal cash payments with the first payment made no later than 15 days after the Effective Date, and the second payment to be made no later than December 15, 2016; provided that, the second payment to Gary Schoenfeld shall not be made until the second payment has been made to holders of certain unsecured trade claims.

The ~~Company~~table ~~cautions~~below ~~investors~~lists ~~and potential investors not to place undue reliance upon~~ the ~~information~~Maximum ~~contained~~Incentive inBonus ~~the~~amounts ~~Initial Monthly Operating Report, which was not prepared~~ for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Initial Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The forecasts contained in the Initial Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s control. Consequently, it is likely that actual results will differ from those ~~reflected~~KEIP inParticipants ~~the~~who Initial Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, the Company is not required to publicly update the Initial Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Initial Monthly Operating Report is based are ~~erroneous.~~named ~~The~~executive ~~Initial~~officers Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of ~~an investor or potential investor in~~ the Company’s securities, the Initial Monthly Operating Report is complete. The Initial Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Initial Monthly Operating Report should not be viewed as indicative of future results.:

Cautionary Statement Regarding Forward-Looking Statements



KEIP Participant	Maximum Incentive Bonus
Gary H. Schoenfeld, President and CEO	75% of Salary or $787,500
Alfred Chang, SVP of Men’s Merchandising	50% of Salary or $210,000
Jonathan Brewer, SVP of Product Development & Supply Chain	40% of Salary or $167,500
Craig E. Gosselin, SVP of Human Resources & General Counsel	40% of Salary or $157,600
Ernie Sibal, Vice President and CFO	48% of Salary or $145,300

~~This~~If ~~Report~~any onKEIP ~~Form~~Participant ~~8-K~~voluntarily ~~contains~~leaves ~~“forward-looking~~or ~~statements”~~is ~~within~~terminated ~~the~~for ~~meaning~~cause ofwithin ~~Section~~60 ~~27A~~days ofafter earning the ~~Securities~~KEIP ~~Act~~award of(or ~~1933~~before), ashe ~~amended~~or ~~and~~she ~~Section~~will ~~21E of the Exchange Act, and we intend that such forward-looking statements~~ be ~~subject~~required to ~~the~~return ~~safe harbors created thereby. We are providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in~~ the ~~forward-looking~~amount ~~statements~~awarded ~~contained herein. Any statements that express, or involve discussions as~~ to, ~~expectations,~~him ~~beliefs, plans, objectives, assumptions, future events~~ or ~~performance~~her (~~often, but not always identifiable by the use of the words~~ or ~~phrases such as “~~will ~~result,”~~forfeit ~~“expects~~the ~~to,”~~award ~~“will~~if ~~continue,” “anticipates,” “plans, “intends,” “estimated,” “projects,” and “outlook”) are not historical facts and may be forward-looking and, accordingly,~~ such ~~statements~~termination ~~involve~~occurs ~~estimates,~~prior ~~assumptions and uncertainties which could cause actual results~~ to ~~differ~~payment ~~materially~~of ~~from~~the ~~those~~KEIP ~~expressed in these forward-looking statements~~award). ~~All~~If ~~forward-looking~~a ~~statements~~KEIP ~~included~~participant inis ~~this~~terminated ~~Report~~without ~~are~~cause ~~based~~prior ~~on information available~~ to usthe asconsummation of the ~~date~~Plan ~~hereof,~~Metric and/or ~~are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in~~ the ~~forward-looking~~DIP ~~statements. Such~~Financing ~~risks and uncertainties include~~Metrics, ~~but~~he ~~are~~or ~~not~~she ~~limited~~will ~~to:~~receive ~~those~~his ~~described~~or ~~under~~her ~~the~~award ~~“Risk Factors” section and elsewhere in the Company’s Quarterly Reports~~ on ~~Form~~a ~~10-Q~~prorated ~~filed~~basis ~~with~~considering the ~~Securities~~proportion ~~and~~of ~~Exchange~~time ~~Commission~~from (the ~~“SEC”)~~date on ~~December~~which 8,the ~~2015~~Company ~~and September 10, 2015, most recent Annual Report on Form 10-K~~ filed ~~with~~for ~~the~~chapter ~~SEC~~11 onrelief ~~March 26, 2015, as well as in other past filings with the SEC; and risks and uncertainties relating~~ to the ~~bankruptcy~~date ~~filing by~~ the ~~Company,~~award ~~including~~is ~~but not limited to, (i) the Company’s ability to obtain~~ earned.

Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, (ii) the ability of the Company and its subsidiaries to consummate the transactions contemplated by the Restructuring Support Agreement with respect to the Chapter 11 Cases, (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 Cases, (vi) risks associated with third party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the Restructuring Support Agreement, (vii) the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations, (viii) the ability to operate the Company’s business and consummate the transactions contemplated by the Restructuring Support Agreement, (ix) the transactions contemplated by the DIP Credit Agreement, and the Restructuring Support Agreement being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi) the Company’s ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Company’s operations, and (xii) the Company’s ability to retain key executives and employees. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update or revise any such forward-looking statements to reflect events or circumstances that occur after such statements are made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The Exhibit Index appearing after the signature page to this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~April~~May 2818, 2016



	PACIFIC SUNWEAR OF CALIFORNIA, INC.

	/s/ CRAIG E. GOSSELIN
	Craig E. Gosselin Senior Vice President, General Counsel and Human Resources

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
99.1		Initial Monthly Operating Report

Filing Compare · PACIFIC SUNWEAR OF CALIFORNIA INC