UNITED STATES |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 |
Pacific
Sunwear of California Inc. (PSUN) |
(Name of Issuer) |
|
Common Shares,
par value $0.01 |
(Title of Class of Securities) |
|
694873100 |
(CUSIP Number) |
David
Filler
Filler
Rodriguez, LLP
1688
Meridian Avenue, Suite 900
Miami
Beach, FL 33139 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
December
31, 2014 |
(Date of Event Which Requires Filing of This Statement) |
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. þ
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 |
Name
of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE PERSON |
GI2 Ltd
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
citizenship
or place of organization |
Cayman
Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole
voting power |
0 |
8 |
shared
voting power |
20,165,221 |
9 |
sole
dispositive power |
0 |
10 |
shared
dispositive power |
20,165,221 |
11 |
aggregate
amount beneficially owned by each reporting person |
20,165,221 |
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
¨
|
13 |
percent
of class represented by amount in row (11) |
29.11%
1 |
14 |
type
of reporting person |
CO |
| 1 | Calculated
on the basis of 69,264,214 shares of the Issuer’s Common Stock issued and outstanding as disclosed by Issuer on December
4, 2014. |
1 |
Name
of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE PERSON |
Panayotis
Constantinou |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
OO,
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨ |
6 |
citizenship
or place of organization |
Venezuela
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole
voting power |
0 |
8 |
shared
voting power |
20,165,221 |
9 |
sole
dispositive power |
0 |
10 |
shared
dispositive power |
20,165,221 |
11 |
aggregate
amount beneficially owned by each reporting person |
20,165,221 |
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
¨
|
13 |
percent
of class represented by amount in row (11) |
29.11%
2 |
14 |
type
of reporting person |
IN |
| 2 | Calculated
on the basis of 69,264,214 shares of the Issuer’s Common Stock issued and outstanding as disclosed by Issuer on December
4, 2014. |
1 |
Name
of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE PERSON |
Eleonas
Ltd
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
citizenship
or place of organization |
Cayman
Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole
voting power |
0 |
8 |
shared
voting power |
20,165,221 |
9 |
sole
dispositive power |
0 |
10 |
shared
dispositive power |
20,165,221 |
11 |
aggregate
amount beneficially owned by each reporting person |
20,165,221 |
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
¨
|
13 |
percent
of class represented by amount in row (11) |
29.11%
3
|
14 |
type
of reporting person |
CO |
| 3 | Calculated
on the basis of 69,264,214 shares of the Issuer’s Common Stock issued and outstanding as disclosed by Issuer on December
4, 2014. |
1 |
Name
of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE PERSON |
Nisos
Purpose Trust
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
citizenship
or place of organization |
Cayman
Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole
voting power |
0 |
8 |
shared
voting power |
20,165,221 |
9 |
sole
dispositive power |
0 |
10 |
shared
dispositive power |
20,165,221 |
11 |
aggregate
amount beneficially owned by each reporting person |
20,165,221 |
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
¨
|
13 |
percent
of class represented by amount in row (11) |
29.11%
3
|
14 |
type
of reporting person |
CO |
| 4 | Calculated
on the basis of 69,264,214 shares of the Issuer’s Common Stock issued and outstanding as disclosed by Issuer on December
4, 2014. |
1 |
Name
of Reporting Person
I.R.S. IDENTIFICATION OF ABOVE PERSON |
AMCO
PTC
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x
|
3 |
SEC
USE ONLY |
|
4 |
SOURCE
OF FUNDS |
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
6 |
citizenship
or place of organization |
Cayman
Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
sole
voting power |
0 |
8 |
shared
voting power |
20,165,221 |
9 |
sole
dispositive power |
0 |
10 |
shared
dispositive power |
20,165,221 |
11 |
aggregate
amount beneficially owned by each reporting person |
20,165,221 |
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
¨
|
13 |
percent
of class represented by amount in row (11) |
29.11%
5
|
14 |
type
of reporting person |
CO |
| 5 | Calculated
on the basis of 69,264,214 shares of the Issuer’s Common Stock issued and outstanding as disclosed by Issuer on December
4, 2014. |
Responses to
each item of this Statement on Schedule 13D (this “Statement” or this “Schedule 13D”) are incorporated
by reference into the response to each other item, as applicable.
Item 1. Security
and Issuer
This
Statement relates to the common stock shares, par value $0.01 per share, of Pacific Sunwear of California, Inc. (the “Issuer”;
and the shares of common stock of the Issuer described herein as being beneficially owned by the Reporting Persons shall be hereinafter
referred to as the “Shares”). The principal executive offices of the Issuer are located at 3450 East Miraloma Avenue,
Anaheim, California 92806.
Item 2. Identity
and Background
This Statement
is filed jointly by (i) GI2 Ltd, a Cayman Islands exempted company (“GI2”), (ii) Eleonas Ltd, a Cayman Islands
exempted company (“Eleonas”), (iii) the Nisos Purpose Trust (the “Nisos Trust”), (iv) AMCO PTC, Cayman
Islands exempted company (“AMCO”), as trustee on behalf of the Nisos Trust, (v) Panayotis Constantinou, a citizen
of Venezuela (“Constantinou”), holding a limited power of attorney with respect to the trading account of GI2 (GI2,
Eleonas, the Nisos Trust, AMCO and Constantinou collectively, the “Reporting Persons”.
The agreement
among the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 1 to this Schedule 13D.
Information in this Schedule 13D with respect to each of the Reporting Persons is given solely by that particular Reporting Person,
and none of the other Reporting Persons has any responsibility for the accuracy or completeness of information with respect to
any other Reporting Person.
GI2 is an investment
company, duly organized as a Cayman Islands exempted company, with a principal address at P.O. Box 309, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands KY2205.
Eleonas is
a holding company, duly organized as a Cayman Islands exempted company, with a principal address at P.O. Box 309, Ugland House,
South Church Street, George Town, Grand Cayman, Cayman Islands KY2205.
The Nisos Trust
is a trust duly organized under the laws of the Cayman Islands, with a principal address at P.O. Box 309, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands KY2205. The business of the Nisos Trust is to hold, own, and manage its
assets on behalf of its beneficiaries.
AMCO’s
principal business is to act as trustee of the Nisos Trust and other trusts, and to manage the assets thereof for the benefit
of their respective trust beneficiaries. The principal business address of AMCO is P.O. Box 309, Ugland House, South Church Street,
George Town, Grand Cayman, Cayman Islands KY2205 .
Constantinou
is a Venezuelan citizen, with a principal address at Zalokosta 14, Paleo Psihiko, Athens 15452, Greece. The principal occupation
of Contstantinou is to serve as investment manager to entities.
Current information
concerning the identify and background of the directors and officers of AMCO, Eleonas, and GI2 is set forth in Appendix A
attached hereto, which is incorporated by reference in response to this Item 2 of this Statement.
(d) During
the last five (5) years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five (5) years, no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction nor was or is subject to an judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source
and Amount of Funds or Other Consideration
Voting
control with respect to the Shares is currently held by the Reporting Persons, while any and all economic benefits derived from
the Shares are disclaimed by each of the Reporting Persons, other than GI2, as further described in Item 5 to this Statement,
which is incorporated herein by reference.
Item 4. Purpose
of Transaction
All
of the Shares reported as beneficially owned by the Reporting Persons herein were acquired for investment purposes and no additional
Shares have been acquired since the Restructuring which occurred to facilitate certain estate planning unrelated to the Shares.
The
Reporting Persons retain the right to change their respective investment intents, from time to time to acquire additional Shares
or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Shares or other securities of the Issuer,
if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary
course transactions with financial institutions with respect to the securities described herein. Other than the set forth above,
none of the Reporting Persons currently have any plans or proposals which would be related to or would result in any of the matters
described in Items 4(a)-(j) of the Instructions to this Schedule 13D. However, as part of the ongoing evaluation of investment
and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan
with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the
Board of Directors of the Issuer or other third parties regarding such matters.
Item 5. Interest
in Securities of the Issuer
(a)
As of the date of this Statement, GI2 is the record holder of an aggregate of 20,165,221 common stock shares, par value $0.01,
which in the aggregate represents approximately 29.11% of the Issuer’s common stock shares, par value $0.01. The Shares
reported as beneficially owned by each Reporting Person includes only those shares over which such person may be deemed to have
voting or dispositive power. Constantinou has a limited power of attorney over GI2’s trading account (the “Power of
Attorney”), permitting him to trade that account (including the Shares therein) and therefore may be deemed to control the
acquisition and disposition of the Shares. Each of the Reporting Persons, other than GI2, disclaim beneficial ownership of the
Shares reported as beneficially owned by any of such Reporting Person, if any, and the filing of this Schedule 13D shall not be
construed as an admission that any such person is the beneficial owner of any such securities.
(b) See
the information contained on the cover pages of this Statement, which is incorporated herein by reference.
(c) The
Reporting Persons have not participated in any transactions relating to the acquisition or disposition of shares of common stock
of the Issuer within the last sixty (60) days.
(d) None
of the Reporting Persons, other than GI2, has an economic interest in the Shares. Another entity, Cubiro Investments Limited,
owns all of the rights to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Under
the terms of the Power of Attorney, Constantinou has the limited power to control the investment decisions of GI2, including but
not limited to the disposition or acquisition of the Issuer’s common stock shares, par value $0.01.
Item 7. Material
to Be Filed as Exhibits
Exhibit
1: Joint Filing Undertaking
Exhibit
2: See Power of Attorney previously filed with Schedule 13D Amendment 2 on August 8, 2011
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement with respect to such person is true, complete and correct.
Dated: February
17, 2015.
GI2
LTD
|
By: |
/s/ Stuart
McLuckie & /s/ Bhavnita Gosrani |
|
Name: |
Authorized Signatories of Thur International SA |
|
Its: |
Corporate Directors |
ELEONAS
LTD
|
By: |
/s/ Stuart
McLuckie & /s/ Bhavnita Gosrani |
|
Name: |
Authorized Signatories of Thur International SA |
|
Its: |
Corporate Directors |
NISOS
PURPOSE TRUST, AMCO PTC AS TRUSTEE
|
By: |
/s/ Stuart
McLuckie & /s/ Bhavnita Gosrani |
|
Name: |
Authorized Signatories of Thur International SA |
|
Its: |
Directors of AMCO PTC |
AMCO
PTC
|
By: |
/s/
Melinda Cartwright & /s/ Kimberly Stachan |
|
Name: |
Melinda Cartwright
and Kimberly Stachan |
|
Its: |
Authorized Signatories |
|
/s/ Panayotis Constantinou |
|
PANAYOTIS CONSTANTINOU |
APPENDIX A
The
following sets forth information with respect to certain of the directors or executive officers of GI2, Eleonas, and AMCO. Capitalized
terms used herein without definition have the meanings assigned thereto in the Schedule 13D to which this Appendix A relates.
The
business address of Constantinou is Zalokosta 14, Paleo Psihiko, Athens 15452, Greece. Constantinou is a citizen of Venezuela.
Constantinou disclaims beneficial ownership of the Shares reported as beneficially owned by the Reporting Persons.
Thur
International SA, Mei River Corp and Tia River Corp are the directors of AMCO. The business address of Mei River Corp and Tia
River Corp is P.O. Box SP 63161, Bayside Executve Park, West Bay Street and Blake Road Nassau Bahamas. Mei River Corp and Tia
River Corp both disclaim beneficial ownership of the Shares reported as beneficially owned by the Reporting Persons.
The
directors of both GI2 and Eleonas are Thur International SA, a British Virgin Islands exempted company (“Thur”). The
authorized signatories of Thur International SA are Stuart McLuckie, Bhavnita Gosrani, Mark Richford, Ralph Stierli, Simon Briggs,
Victoria Lillicrap, and Vera Pinto. The business address of Thur International SA is Pasea Estate, Road Town, PO Box 3149, Tortola,
Brith Virgin Islands. Thur International SA disclaims beneficial ownership of the Shares reported as beneficially owned by the
Reporting Persons.
EXHIBIT 1
JOINT
FILING UNDERTAKING
The
undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement
of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to this Schedule,
as it may be amended, jointly on behalf of such parties.
Dated: February 17, 2015
Director |
|
|
|
/s/ Panayotis Constantinou |
|
PANAYOTIS CONSTANTINOU |
|
|
|
GI2 LTD |
|
|
|
/s/ Stuart McLuckie
& /s/ Bhavnita Gosrani |
|
STUART MCLUCKIE AND BHAVNITA GOSRANI |
|
Corporate Directors |
|
|
|
ELEONAS LTD |
|
/s/ Stuart McLuckie
& /s/ Bhavnita Gosrani |
|
STUART MCLUCKIE AND BHAVNITA GOSRANI |
|
Corporate Directors |
|
|
|
NISOS PURPOSE TRUST, AMCO PTC AS TRUSTEE |
|
/s/ Stuart McLuckie
& /s/ Bhavnita Gosrani |
|
STUART MCLUCKIE AND BHAVNITA GOSRANI |
|
Corporate Directors |
|
|
|
AMCO PTC |
|
/s/ Melinda Cartwright
& /s/ Kimberly Stachan |
|
MELINDA CARTWRIGHT AND KIMBERLY STACHAN |
|
Corporate Directors |
|