GIII G III Apparel Group Ltd

CUSIP No. 36237H101 PAGE 2 OF 8
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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Prentice Capital Management, LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [ ]
 (b) [X]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware
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NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ____________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 0 (See Item 4)
OWNED BY ____________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ____________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 0 (See Item 4)
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 0 (See Item 4)
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 0% (See Item 4)
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 PN
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CUSIP No. 36237H101 PAGE 3 OF 8

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(1) NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 Michael Zimmerman
------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [ ]
 (b) [X]
------------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
 United States of America
------------------------------------------------------------------------------

NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ____________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 0 (See Item 4)
OWNED BY ____________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ____________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 0 (See Item 4)
------------------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 0 (See Item 4)
------------------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
------------------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED
 BY AMOUNT IN ROW (9)
 0% (See Item 4)
------------------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON
 IN
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CUSIP No. 36237H101 PAGE 4 OF 8

ITEM 1(a). NAME OF ISSUER:

 G-III Apparel Group, Ltd. (the "Company")

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 512 Seventh Avenue
 New York, NY 10018

ITEM 2(a). NAME OF PERSON FILING:

 This statement is filed by the entities and persons listed
below, all of whom together are referred to herein as the "Reporting Persons":

 (i) Prentice Capital Management, LP, a Delaware limited
 partnership ("Prentice Capital Management"), with
 respect to the Common Stock, par value $0.01 per
 share of the Company (the "Shares"), reported in this
 Schedule 13G/A held by certain investment funds and
 managed accounts.

 (ii) Michael Zimmerman, who is the Managing Member of (a)
 Prentice Management GP, LLC, the general partner of
 Prentice Capital Management, (b) Prentice Capital GP,
 LLC, the general partner of certain investment funds
 and (c) Prentice Capital GP II, LLC, the general
 partner of Prentice Capital GP II, LP, which is the
 general partner of certain investment funds, with
 respect to the Shares reported in this Schedule 13G/A
 held by certain investment funds and managed
 accounts.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 The address of the principal business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue, 32nd Floor, New York, New
York 10022.

ITEM 2(c). CITIZENSHIP:

 Prentice Capital Management is a Delaware limited partnership.
Michael Zimmerman is a United States citizen.

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

 Common Stock, par value $0.01

ITEM 2(e). CUSIP NUMBER:

 36237H101

CUSIP No. 36237H101 PAGE 5 OF 8

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:

 (a) [ ] Broker or dealer registered under Section 15 of the Act;

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act;

 (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act;

 (d) [ ] Investment Company registered under Section 8 of the Investment
 Company Act of 1940;

 (e) [ ] Investment Adviser registered under Section 203 of the
 Investment Advisers Act of 1940: see Rule 13d-1(b)(1)(ii)(E);

 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
 provisions of the Employee Retirement Income Security Act of
 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

 (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);

 (h) [ ] Savings Associations as defined in Section 3(b) of the Federal
 Deposit Insurance Act;

 (i) [ ] Church Plan that is excluded from the definition of an
 investment company under Section 3(c)(14) of the Investment
 Company Act of 1940;

 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]

CUSIP No. 36237H101 PAGE 6 OF 8

ITEM 4. OWNERSHIP.

 Prentice Capital Management serves as investment manager to a
number of investment funds (including Prentice Capital Partners, LP, Prentice
Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special
Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice
Special Opportunities Master, L.P.) and manages investments for certain entities
in managed accounts with respect to which it has voting and dispositive
authority over the Shares reported in this Schedule 13G/A. Michael Zimmerman is
the Managing Member of (a) Prentice Management GP, LLC the general partner of
Prentice Capital Management, (b) Prentice Capital GP, LLC, the general partner
of certain investment funds and (c) Prentice Capital GP II, LLC, the general
partner of Prentice Capital GP II, LP, which is the general partner of certain
investment funds. As such, he may be deemed to control Prentice Capital
Management and certain of the investment funds and therefore may be deemed to be
the beneficial owner of the securities reported in this Schedule 13G/A. Each of
Michael Zimmerman and Prentice Capital Management disclaims beneficial ownership
of all of the Shares reported in this Schedule 13G/A.

 A. Prentice Capital Management

 (a) Amount beneficially owned: 0

 (b) Percent of class: 0%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0

 (ii) shared power to vote or to direct the vote: 0

 (iii) sole power to dispose or to direct the disposition: 0

 (iv) shared power to dispose or to direct the disposition: 0

 B. Michael Zimmerman

 (a) Amount beneficially owned: 0

 (b) Percent of class: 0%

 (c) Number of shares as to which such person has:

 (i) sole power to vote or to direct the vote: 0

 (ii) shared power to vote or to direct the vote: 0

CUSIP No. 36237H101 PAGE 7 OF 8

 (iii) sole power to dispose or to direct the disposition: 0

 (iv) shared power to dispose or to direct the disposition: 0

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
 SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 See Item 4.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 Not applicable.

ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))

 Each of the Reporting Persons hereby makes the following
certification:

 By signing below each Reporting Person certifies that, to the
best of its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and not held in connection with or as a participant in any transaction having
that purpose or effect.

CUSIP No. 36237H101 PAGE 8 OF 8

 SIGNATURES

 After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.



DATED: February 13, 2009 PRENTICE CAPITAL MANAGEMENT, LP

 /s/ Mathew Hoffman
 ----------------------------------
 Name: Mathew Hoffman
 Title: General Counsel

 MICHAEL ZIMMERMAN

 /s/ Michael Zimmerman
 ----------------------------------
 Michael Zimmerman