4//SEC Filing
WHITEHALL JEWELLERS INC 4
Accession 0000902664-06-001053
CIK 0000868984operating
Filed
Mar 16, 7:00 PM ET
Accepted
Mar 17, 1:36 PM ET
Size
17.4 KB
Accession
0000902664-06-001053
Insider Transaction Report
Form 4
Prentice Capital Management, LP
10% Owner
Transactions
- Other
Common Stock
2006-03-16$1.60/sh+226,120$361,792→ 11,660,903 total(indirect: See)
Footnotes (5)
- [F1]Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts.
- [F2]PWJ Lending LLC ("PWJ Lending") is an entity established to make certain loans to Issuer and receive warrants from Issuer in connection therewith. PWJ Funding LLC ("PWJ Funding") is an entity established to purchase secured convertible notes from Issuer and make other purchases of Issuer's securities. WJ Holding Corp. ("WJ Holding") and WJ Acquisition Corp. ("WJ Acquisition") are entities established to serve as acquisition vehicles for the purpose of consummating the tender offer as described below in footnote 4. WJ Acquisition is a wholly-owned subsidiary of WJ Holding. PWJ Lending, PWJ Funding, WJ Holding and WJ Acquisition are directly controlled by Investment Manager.
- [F3]PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding beneficially owns 1,133,733 shares. WJ Acquisition beneficially owns 8,432,824 shares. Neither the Investment Manager nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 11,660,903 shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest therein.
- [F4]Certain of the Shares held by PWJ Lending and PWJ Funding are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC, and managed accounts managed by the Investment Manager and Mr. Zimmerman, in each case, as nominee for PWJ Lending and PWJ Funding. For purposes of this Form 4, references to PWJ Lending and PWJ Funding shall be deemed to include such investment funds and managed accounts.
- [F5]As of the close of business on March 16, 2006, WJ Acquisition accepted for purchase an additional 226,120 shares in the subsequent offering period that commenced at the close of the initial tender offer commenced on February 8, 2006 for all the outstanding shares of common stock, par value $0.001 per share, together with the associated preferred stock purchase rights, of the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on February 8, 2006, as amended.
Documents
Issuer
WHITEHALL JEWELLERS INC
CIK 0000868984
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000868984
Filing Metadata
- Form type
- 4
- Filed
- Mar 16, 7:00 PM ET
- Accepted
- Mar 17, 1:36 PM ET
- Size
- 17.4 KB