Sec Form 4 Filing - Sycamore Partners Torrid, L.L.C. @ Torrid Holdings Inc. - 2024-09-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sycamore Partners Torrid, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Torrid Holdings Inc. [ CURV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9 W. 57TH STREET, 31ST FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2024
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 09/19/2024 S( 1 ) 1,092,442 D $ 3.8 73,976,602 ( 1 ) D ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sycamore Partners Torrid, L.L.C.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners, L.P.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners Associates-C, L.P.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners Associates, L.P.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners Associates Investments, L.P.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners (Co-Invest), L.L.C.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Sycamore Partners Associates Co-Invest, L.P.
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X
Kaluzny Stefan L
9 W. 57TH STREET, 31ST FLOOR
NEW YORK, NY10019
X X
Signatures
/s/ Stefan Kaluzny 09/20/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock were sold by Sycamore Partners Torrid, L.L.C., a Delaware limited liability company, in connection with the exercise of the underwriters' option to purchase additional shares of common stock in a registered public offering, which closed on September 19, 2024, at a price of $3.80 (net of underwriting discount).
( 2 )This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore Partners Torrid, (b) Sycamore Partners, L.P., (c) Sycamore Partners Associates-C, L.P., (d) Sycamore Partners Associates, L.P., (e) Sycamore Partners Associates Investments, L.P., (f) Sycamore Partners (Co-Invest), L.L.C. (g) Sycamore Partners Associates Co-Invest, L.P. (the entities listed in clauses (b) through (g), the "Sycamore Entities") and (h) Mr. Stefan Kalunzy. Sycamore Partners Torrid is owned directly or indirectly by the Sycamore Entities. The direct or indirect general partners or managing members of each of the Sycamore Entities are controlled directly or indirectly by Mr. Kaluzny.
( 3 )(Continued from footnote 2) Each Sycamore Entity and Mr. Kaluzny expressly disclaims beneficial ownership of the equity securities reported herein, except to the extent of their respective pecuniary interests therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4, except to the extent of their respective pecuniary interest therein, if any.
( 4 )The reporting persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities and Exchange Act of 1934, as amended.

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