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WJ Holding Corp., et al. – ‘4’ for 3/9/06 re: Whitehall Jewellers Inc.

On:  Friday, 3/10/06, at 6:26pm ET   ·   For:  3/9/06   ·   As:  10% Owner   ·   Accession #:  902664-6-1007   ·   File #:  1-15615

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/10/06  WJ Holding Corp.                  4          10% Owner   2:15K  Whitehall Jewellers Inc.          Schulte Roth & Z… LLP/FA
          WJ Acquisition Corp.
          PWJ Lending LLC
          Zimmerman Michael
          Prentice Capital Management, LP
          PWJ Funding LLC

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

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     12K 
                Securities by an Insider -- form4_ex.xml/2.2                     
 2: EX-99       Joint Filer Information                                2±     8K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — form4_ex.xml/2.2



        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Prentice Capital Management, LP
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
WHITEHALL JEWELLERS INC [ JWL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
3/9/06
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
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 3/9/06 (5) J (5) 8,206,704A$1.611,434,783 (5)ISee (1) (2) (3) (4) (5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Prentice Capital Management, LP
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Zimmerman Michael
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
PWJ Funding LLC
(Last)(First)(Middle)
623 FIFTH AVENUE 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
PWJ Lending LLC
(Last)(First)(Middle)
623 FIFTH AVENUE 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
WJ ACQUISITION CORP
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
WJ HOLDING CORP.
(Last)(First)(Middle)
623 FIFTH AVENUE, 32ND FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
Explanation of Responses:
(1)  Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts.
(2)  PWJ Lending LLC ("PWJ Lending") is an entity established to make certain loans to Issuer and receive warrants from Issuer in connection therewith. PWJ Funding LLC ("PWJ Funding") is an entity established to purchase secured convertible notes from Issuer and make other purchases of Issuer's securities. WJ Holding Corp. ("WJ Holding") and WJ Acquisition Corp. ("WJ Acquisition") are entities established to serve as acquisition vehicles for the purpose of consummating the tender offer as described below in footnote 4. WJ Acquisition is a wholly-owned subsidiary of WJ Holding. PWJ Lending, PWJ Funding, WJ Holding and WJ Acquisition are directly controlled by Investment Manager.
(3)  PWJ Lending beneficially owns 2,094,346 shares. PWJ Funding beneficially owns 1,133,733 shares. WJ Acquisition beneficially owns 8,206,704 shares. Neither the Investment Management nor Mr. Zimmerman directly owns any shares. The Investment Manager and Mr. Zimmerman may be deemed to beneficially own 11,434,783 shares of Common Stock. Each of the Investment Manager and Mr. Zimmerman disclaims any beneficial ownership of the shares included in this report to the extent such beneficial ownership exceeds such person's pecuniary interest therein.
(4)  Certain of the Shares held by PWJ Lending and PWJ Funding are held by various investment funds including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., PEC I LLC, and managed accounts managed by the Investment Manager and Mr. Zimmerman, in each case, as nominee for PWJ Lending and PWJ Funding. For purposes of this Form 4, references to PWJ Lending and PWJ Funding shall be deemed to include such investment funds and managed accounts.
(5)  As of the close of business on March 9, 2006, WJ Acquisition accepted for purchase 8,206,704 shares pursuant to a tender offer commenced on February 8, 2006 for all the outstanding shares of common stock, par value $0.001 per share, together with the associated preferred stock purchase rights, of the Issuer, upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(i) to the Tender Offer Statement on Schedule TO on February 8, 2006, as amended. The reporting persons disclaim beneficial ownership in the shares held by WJ Acquisition except to the extent of their pecuniary interest in WJ Acquisition.
PRENTICE CAPITAL MANAGEMENT, LP By: /s/Michael Weiss as Chief Financial Officer 3/10/06
** Signature of Reporting PersonDate
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:
    J    Other acquisition or disposition.

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