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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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subordinated Convertible Note | (1) (2) (3) (4) (5) | 09/30/2013 | A | $ 14,225,317.3 | 09/30/2013(1)(2)(3)(4)(5) | 03/31/2019 | Common Stock | (1) (2) (3) (4) (5) | $ 14,225,317.3 | $ 14,225,317.3 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kim Peter 4411 DUNDEE DRIVE LOS ANGELES, CA 90027 |
X | President & CEO of Hudson | ||
| Peter Kim | 10/02/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Subordinated Convertible Note, in the principal amount of $14,225,317.30 (the "Convertible Note") dated as of September 30, 2013, was received in connection with a Stock Purchase Agreement dated as of July 15, 2013 by and among Joe's Jeans Inc. (the "Company"), Hudson Clothing Holdings, Inc. ("Hudson"), Fireman Capital CPF Hudson Co-Invest LP, Peter Kim (the "Reporting Person"), Paul Cardenas, Tony Chu and certain option holders of Hudson named therein pursuant to which the Company acquired all of the outstanding equity interest in Hudson (the "Transaction"). The Reporting Person received the Convertible Note in exchange for a portion of his equity interest in Hudson. The Transaction closed on September 30, 2013 (Continued in Footnote 2) |
| (2) | The Convertible Note is convertible at the Reporting Person's option at any time after the earlier of September 30, 2015 and the Company announcing or agreeing to any change of control (as defined in the Convertible Note) in which the Company will no longer be a public company into cash, shares of the Company's common stock, $0.10 par value (the "Common Stock") or a combination of cash and Common Stock at the Company's election. |
| (3) | If the Convertible Note is converted into cash, the Reporting Person will receive cash in an amount equal to the product of the market price of the Common Stock, subject to adjustment as set forth therein (which is the sum of the closing sales price of the Common Stock on each of the twenty consecutive trading days ending and including the trading day immediately preceding the conversion date divided by twenty (the "Market Price")) multiplied by the quotient of the principal amount of the Convertible Note divided by the conversion price, which is $1.78, subject to adjustment as set forth therein, minus any Company optional prepayment amounts paid to the Reporting Person. (Continued in Footnote 4). |
| (4) | If the Convertible Note is converted into Common Stock, the Reporting Person will receive Common Stock in an amount equal to the principal amount of the Convertible Note divided by the conversion price, which is $1.78, subject to adjustment as set forth therein and for any prior prepayment of the Convertible Note. If the Convertible Note is converted into a combination of cash and Common Stock, the Company will calculate the cash portion and the stock portion in the same respective manners as described above. Interest accrues on the Convertible Note at a rate of 10% per annum until September 30, 2016 and thereafter at a rate of 10.928% per annum. (Continued in Footnote 5). |
| (5) | Interest will be payable 7.68% in cash and 2.32% in "payable-in--kind" interest by issuing additional convertible notes until November 30, 2014 and thereafter will be payable in cash, subject to certain financial requirements set forth in the Convertible Note. The Company may not issue Common Stock upon conversion of the Convertible Note to the extent that it would (taken together with any shares of Common Stock issued under any other convertible note issued in connection with the Transaction) result in the Company issuing Common Stock in excess of the rules and regulations of the Nasdaq Stock Market LLC. To the extent that the Company is prohibited from issuing Common Stock, it will pay cash to the Reporting Person for any amount of the Convertible Note that may not be paid in Common Stock based on the greater of the Market Price or $1.78, subject to adjustment as set forth therein. |