Form 4 - Statement of changes in beneficial ownership of securities

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mithaq Capital SPC

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Childrens Place, Inc. [ PLCE ]

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)
02/13/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2024		P		282,022	A	$10.79⁽¹⁾	6,067,065	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	02/13/2024		P		547,172	A	$11⁽⁵⁾	6,614,237	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	02/13/2024		P		137,150	A	$12.52⁽⁶⁾	6,751,387	D⁽²⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Mithaq Capital SPC

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(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^*

Mithaq Global

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(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^*

Alrajhi Turki Saleh A.

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(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^*

Seemab Muhammad Asif

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(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^*

Snowball Compounding Ltd.

(Last)

(First)

(Middle)

C/O SYNERGY, ANAS IBN MALIK ROAD

(Street)

AL MALQA, RIYADH

13521

(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. Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions at prices ranging from $10.60 to $10.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.

2. In addition to Mithaq Capital SPC, a segregated portfolio company organized under the laws of the Cayman Islands ("Mithaq"), this Form 4 is being filed jointly by Mithaq Global, a company organized under the laws of the Cayman Islands ("Mithaq Global"), Mithaq Capital, a company organized under the laws of the Cayman Islands ("Mithaq Capital"), Turki Saleh A. AlRajhi, a citizen of Saudi Arabia, Muhammad Asif Seemab, a citizen of Pakistan, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman Islands ("Snowball", and together with Mithaq, Mithaq Global, Mithaq Capital, Turki Saleh A. AlRajhi and Muhammad Asif Seemab, the "Reporting Persons"), each of whom has the same business address as Mithaq and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). The amount reflected in Column 5 reflects 1,000 Subject Securities held directly by Snowball, a wholly owned subsidiary of Mithaq.

3. Mithaq and Mithaq Global are investment vehicles for certain members of the AlRajhi family, of which Turki Saleh A. AlRajhi is a member, and select other eligible investors that are employed by Mithaq or its affiliates. Mithaq is a controlled affiliate of Mithaq Capital. Mithaq Capital is a controlled affiliate of Mithaq Global, and acts as investment advisor for Mithaq.

4. Mithaq, as a controlled affiliate of Mithaq Capital and Mithaq Capital, as the investment advisor for Mithaq and as a controlled affiliate of Mithaq Global, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. AlRajhi's position as a director of Mithaq, Mithaq Global and Mithaq Capital, Mr. AlRajhi may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Mr. Seemab's position as director of Mithaq and director and managing director of Mithaq Capital, Mr. Seemab may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

5. Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions each at a price of $11.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.

6. Represents weighted average purchase price. The Subject Securities were purchased in multiple transactions each at a price of $12.52. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Subject Securities purchased at each separate price within the range set forth in this footnote.

	Mithaq Capital SPC /s/ Turki Saleh A. AlRajhi, Director	02/15/2024
	Mithaq Global /s/ Turki Saleh A. AlRajhi, Director	02/15/2024
	Mithaq Capital /s/ Turki Saleh A. AlRajhi, Director	02/15/2024
	/s/ Turki Saleh A. AlRajhi	02/15/2024
	/s/ Muhammad Asif Seemab	02/15/2024
	Snowball Compounding Ltd. By: Mithaq Capital SPC, its sole stockholder /s/ Turki Saleh A. AlRajhi, Director	02/15/2024
	** 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).
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