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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PRENDEL, LLC (Last) (First) (Middle) 33 BENEDICT PLACE 2ND FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/18/2014	3. Issuer Name and Ticker or Trading Symbol dELiAs, Inc. [ DLIA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,034,680	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	02/18/2014	(2)	Common Stock, $0.001 par value	1,069,875	$0.8	D(1)
Convertible Promissory Note	(3)	(4)	Series B Convertible Preferred Stock	11,441	$100	D(1)

1. Name and Address of Reporting Person* PRENDEL, LLC (Last) (First) (Middle) 33 BENEDICT PLACE 2ND FLOOR (Street) GREENWICH CT 06830 (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* Prentice Capital Management, LP (Last) (First) (Middle) 33 BENEDICT PLACE 2ND FLOOR (Street) GREENWICH CT 06830 (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. The securities reported herein are directly held by Prendel LLC ("Prendel"). Prentice Capital Management, LP ("Prentice Capital") is the investment manager of Prendel LLC, and Michael Zimmerman controls, and is responsible for the supervision and conduct of all investment activities of, Prentice Capital. Prentice Capital is filing this Form 3 jointly with Prendel. Mr. Zimmerman previously filed a Form 4 disclosing the securities set forth herein. Mr. Zimmerman and Prentice Capital disclaim beneficial ownership of (i) the common stock of dELiA*s, Inc. (the "Issuer") reported in this Form 3, (ii) the common stock of the Issuer underlying the Series B Convertible Preferred Stock reported in this Form 3 and (iii) the common stock of the Issuer underlying the Series B Convertible Preferred Stock that is issuable to Prendel upon the automatic conversion of the Convertible Promissory Note reported in this Form 3, except, in each case, to the extent of their pecuniary interest therein.

2. The Series B Convertible Preferred Stock of the Issuer has no expiration date.

3. The principal amount of the Convertible Promissory Note is automatically convertible into Series B Convertible Preferred Stock of the Issuer upon receipt of stockholder approval ("Stockholder Approval") of an amendment to the Issuer's Certificate of Incorporation to increase the requisite number of authorized shares of common stock of the Issuer. The Series B Convertible Preferred Stock to which the Convertible Promissory Note held by Prendel will be converted upon receipt of Stockholder Approval may, in turn, be converted into common stock of the Issuer. Each share of Series B Convertible Preferred Stock is convertible into a number of shares of common stock of the Issuer determined by dividing the stated value of a share of Series B Convertible Preferred Stock (i.e. $100) by the conversion price of the Series B Convertible Preferred Stock (which conversion price is currently $0.80).

4. The maturity date of the Convertible Promissory Note is the earlier of (y) August 18, 2014 and (z) the trading day after Stockholder Approval is not obtained at a meeting of stockholders of Issuer.

	/s/ Michael Zimmerman, Prentice Capital Management, LP	02/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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