SEC Info - Sun Capital Advisors III LP, et al. - ‘4’ for 10/14/03 re: One Price Clothing Stores Inc.

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

OMB APPROVAL

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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).

1. Name and Address of Reporting Person^*

SUN ONE PRICE LLC

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONE PRICE CLOTHING STORES INC [ ONPR.OB ]

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)
10/14/03

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	10/14/03		C		11,719,227	A	⁽³⁾	16,733,386	I	See Footnotes ⁽¹⁾ ⁽²⁾

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)
Series A Preferred Stock	⁽³⁾	10/14/03		C			97.95	⁽³⁾	⁽³⁾	Common Stock	11,719,227	⁽³⁾	0	I	See Footnotes ⁽¹⁾ ⁽²⁾

1. Name and Address of Reporting Person^*

SUN ONE PRICE LLC

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUN CAPITAL PARTNERS III LLC

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUN CAPITAL ADVISORS III LP

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUN CAPITAL PARTNERS III LP

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SUN CAPITAL PARTNERS III QP LP

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

KROUSE RODGER R

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LEDER MARC J

(Last)

(First)

(Middle)

5200 TOWN CENTER CIRCLE

SUITE 470

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

Explanation of Responses:

(1) Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each currently serve as a director of the Issuer. In addition, Leder and Krouse each own 50% of the membership interests in Sun Capital Partners III, LLC ("Sun Partners III LLC"), which in turn is the general and managing partner of Sun Capital Advisors III, LP ("Sun Advisors III"), which in turn is the general partner of Sun Capital Partners III, LP ("Sun Partners III LP") and Sun Capital Partners III QP, LP ("Sun Partners III QP LP"). Together, Sun Partners III LP and Sun Partners III QP LP own all of the membership interests in Sun One Price, LLC ("Sun One Price"). As a result, Leder, Krouse, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP and Sun Partners III QP LP may be deemed to have indirect beneficial ownership of the 97.95 shares of Series A Preferred Stock and the Common Stock obtained as a result of the conversion.

(2) Leder, Krouse, Sun Partners III LLC, Sun Advisors III, Sun Partners III LP and Sun Partners III QP LP each expressly disclaims beneficial ownership of any shares of Common Stock in which they do not have a pecuniary interest.

(3) Each share of Series A Preferred Stock was automatically converted into 119,645 fully-paid and nonassesable shares of Common Stock immediately upon the effectiveness of an amendment to the Issuer's Articles of Incorporation which had the effect of increasing the number of shares of Common Stock that the Issuer is authorized to issue to a number sufficient to provide for the issuance of shares of Common Stock upon conversion of all of the then outstanding shares of Series A Preferred Stock. Such amendment was effective on October 14, 2003.

	Sun One Price, LLC-by Rodger R. Krouse, its authorized signatory	11/4/03
	Sun Capital Partners III, LLC-by Rodger R. Krouse, its authorized signatory	11/4/03
	Sun Capital Advisors III, LP-by Rodger R. Krouse, its authorized signatory	11/4/03
	Sun Capital Partners III, LP-by Rodger R. Krouse, its authorized signatory	11/4/03
	Sun Capital Partners III QP, LP-by Rodger R. Krouse, its authorized signatory	11/4/03
	/s/ Rodger R. Krouse	11/4/03
	/s/ Marc J. Leder	11/4/03
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Code:
C	Conversion of derivative security.

Sun Capital Advisors III LP, et al. – ‘4’ for 10/14/03 re: One Price Clothing Stores Inc.

On: Tuesday, 11/4/03, at 3:42pm ET · For: 10/14/03 · As: Director and 10% Owner · Accession #: 1104659-3-24615 · File #: 0-15385

Previous ‘4’: ‘4’ on / for 10/24/03 · Next: ‘4’ on 8/5/04 for 8/3/04 · Latest: ‘4’ on 4/1/09 for 3/31/09

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Sun Capital Advisors III LP, et al. – ‘4’ for 10/14/03 re: One Price Clothing Stores Inc.

On: Tuesday, 11/4/03, at 3:42pm ET · For: 10/14/03 · As: Director and 10% Owner · Accession #: 1104659-3-24615 · File #: 0-15385

Previous ‘4’: ‘4’ on / for 10/24/03 · Next: ‘4’ on 8/5/04 for 8/3/04 · Latest: ‘4’ on 4/1/09 for 3/31/09

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents