UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
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Pacific
Sunwear of California Inc. (PSUN)
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(Name of Issuer)
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|
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Common
Shares, par value $0.01
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(Title of Class of Securities)
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694873100
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(CUSIP Number)
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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)
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December 31, 2013
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(Date of Event Which Requires Filing of This Statement)
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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
).
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1
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Name of Reporting Person
I.R.S. IDENTIFICATION OF
ABOVE PERSON
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GI2
Ltd
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
|
SEC
USE ONLY
|
|
|
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4
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SOURCE
OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(
d
) OR 2(
e
)
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¨
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6
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citizenship
or place of organization
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Cayman
Islands
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|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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sole
voting power
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0
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8
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shared
voting power
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20,165,221
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9
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sole
dispositive power
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0
|
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10
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shared
dispositive power
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20,165,221
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11
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aggregate
amount beneficially owned by each reporting person
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20,165,221
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12
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check box if the aggregate
amount in row (11) excludes certain shares*
¨
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13
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percent
of class represented by amount in row (11)
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29.61%
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14
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type
of reporting person
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CO
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1
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Name of Reporting
Person
I.R.S. IDENTIFICATION
OF ABOVE PERSON
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Panayotis
Constantinou
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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|
|
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4
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SOURCE
OF FUNDS
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OO,
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(
d
) OR 2(
e
)
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¨
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6
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citizenship
or place of organization
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Venezuela
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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sole
voting power
|
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0
|
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8
|
shared
voting power
|
|
20,165,221
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|
9
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sole
dispositive power
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0
|
|
10
|
shared
dispositive power
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|
20,165,221
|
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11
|
aggregate
amount beneficially owned by each reporting person
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|
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)
|
|
29.61%
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|
14
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type
of reporting person
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|
IN
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1
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Name of Reporting
Person
I.R.S. IDENTIFICATION
OF ABOVE PERSON
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Eleonas
Ltd
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
|
|
3
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SEC
USE ONLY
|
|
|
|
4
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SOURCE
OF FUNDS
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AF
|
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(
d
) OR 2(
e
)
|
¨
|
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6
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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
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0
|
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10
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shared dispositive power
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|
20,165,221
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|
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)
|
|
29.61%
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|
14
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type
of reporting person
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CO
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1
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Name of Reporting
Person
I.R.S. IDENTIFICATION
OF ABOVE PERSON
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Nisos
Purpose Trust
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
|
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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
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|
9
|
sole
dispositive power
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0
|
|
10
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shared dispositive power
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|
20,165,221
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|
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)
|
|
29.61%
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|
14
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type
of reporting person
|
|
OO
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1
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Name of Reporting
Person
I.R.S. IDENTIFICATION
OF ABOVE PERSON
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AMCO
PTC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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|
|
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4
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SOURCE
OF FUNDS
|
|
AF
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(
d
) OR 2(
e
)
|
¨
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|
6
|
citizenship
or place of organization
|
|
Cayman
Islands
|
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7
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sole
voting power
|
|
0
|
|
8
|
shared
voting power
|
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20,165,221
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9
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sole
dispositive power
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0
|
|
10
|
shared dispositive power
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|
20,165,221
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|
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)
|
|
29.61%
|
|
14
|
type
of reporting person
|
|
CO
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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 1586 GT, 24 Shedden Road, George Town, Grand Cayman,
KY1-1110.
Eleonas is a holding company, duly organized
as a Cayman Islands exempted company, with a P.O. Box 1586 GT, 24 Shedden Road, George Town, Grand Cayman, KY1-1110.
The Nisos Trust is a trust duly organized
under the laws of the Cayman Islands, with a principal address at P.O. Box 1586 GT, 24 Shedden Road, George Town, Grand Cayman,
KY1-1110. 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 1586 GT, 24 Shedden Road, George Town, Grand Cayman, KY1-1110.
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
Prior to the transactions
that occurred on July 25, 2011 described in this Statement (the “Restructuring”), the Shares were owned by Greek Investments.
As part of the Restructuring, on July 25, 2011, the Shares were distributed as a dividend from Greek Investments to GI2, an entity
indirectly owned by Nisos Trust through Eleonas, which serves as an intermediate holding company. 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.
Constantinou was named
to the issuers Board of Directors effective March 20, 2012.
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 29.61% 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) See the description of the
Restructuring described in Item 3 of this Statement, which is incorporated herein by reference. Other than the Restructuring,
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) Following the Restructuring,
none of the Reporting Persons, other than GI2, retained an economic interest in the Shares. Another person, 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.
GI2
has pledged the
Shares as collateral for the margin accounts that both GI2 and Greek
Investments maintain with Bank Leumi USA, pursuant to that
certain Hypothecation Agreement by GI2 dated as of May 11, 2011 and that
certain Securities Account Control Agreement by and between
Pershing LLC, Leumi Investment Services, Inc., GI2 and Bank Leumi USA
dated July 28, 2011 attached as Exhibits 3 and 4 respectively.
Item 7. Material to Be Filed as
Exhibits
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Exhibit 1:
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Joint Filing Undertaking
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Exhibit 2:
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See Power of Attorney previously filed with Schedule 13D Amendment 2 on August
8, 2011
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Exhibit 3:
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See Hypothecation Agreement dated as of May 11, 2011 previously filed
with Schedule 13D Amendment 3 on August 8, 2011
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Exhibit 4:
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See
securities Account Control Agreement dated as of July 28, 2011
by and between Pershing LLC, Leumi Investment Services Inc., GI2 and
Bank Leumi USA previously filed with Schedule 13D amendment
3 on August 11, 2011.
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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 14, 2014.
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GI2 LTD
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By:
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/s/ Ashleigh Moore &
/s/ Fay Ann de Freitas
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Name:
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Authorized Signatories
of Cayroy Ltd and Troynom Ltd
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Its:
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Corporate Directors
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ELEONAS LTD
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By:
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/s/ Ashleigh Moore &
/s/ Fay Ann de Freitas
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Name:
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Authorized Signatories
of Cayroy Ltd and Troynom Ltd
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Its:
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Corporate Directors
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NISOS PURPOSE TRUST, AMCO PTC AS TRUSTEE
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By:
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/s/ Brian
Taylor & /s/ Piers Stradling
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Name:
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Brian Taylor and Piers
Stradling
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Its:
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Directors of AMCO PTC
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AMCO PTC
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By:
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/s/ Brian
Taylor & /s/ Piers Stradling
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Name:
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Brian Taylor and Piers
Stradling
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Its:
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Directors of AMCO PTC
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/s/ Panayotis Constantinou
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PANAYOTIS CONSTANTINOU
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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.
Brian Taylor and
Piers Stradling are the directors of AMCO.
The
directors of
both GI2 and Eleonas are Cayroy Limited, a Cayman Islands exempted
company (“Cayroy”), and Troynom Limited, a Cayman
Islands exempted company (“Troynom”). The authorized signatories of both
Cayroy and Troynom are Deanna Bidwell, Saad
Hafiz, Marcus Stafford, Tina Harris, Brian Taylor, Simon Garnett, Lecia
McLaughlin, Piers Stradling, Godron Anderson, Selma Lee
Arch, Timothy McCarthy, Arlene Robinson, Fay Anne de Freitas, Ashleigh
Moore, Andrew McCartney, Linda Ebanks, Jason Waters, Donna
McCarthy, Yvonne Scott, Ritchey K. Ebanks, Margie Geneva McLaughlin,
Valmalee Bush-Valerio, Olga Pouchie, Veda Ebanks, Koriel
Drummond, Jessica Ebanks-Maxwell, Eliane Oliveira, Janet Crawshaw, Rita
Cardenas, Denise Tibbetts, Donnamarie Williams, and Deanna
Bidwill.
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.
The
business address
of Brian Taylor and Piers Stradling is P.O. Box 1586 GT, 24 Shedden
Road, George Town, Grand Cayman, KY1-1110. Brian Taylor is
a citizen of the United Kingdom. Piers Stradling is a citizen of the
United Kingdom. Brian Taylor and Piers Stradling both disclaim
beneficial ownership of the Shares reported as beneficially owned by the
Reporting Persons.
The business address
of each of Cayroy and Troynom is P.O. Box 1586 GT, 24 Shedden Road, George Town, Grand Cayman, KY1-1110. Cayroy and Troynom both
disclaim beneficial ownership of the Shares reported as beneficially owned by the Reporting Persons.