Sec Form 4 Filing - MESSINA DANA @ AEROPOSTALE INC - 2015-06-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MESSINA DANA
2. Issuer Name and Ticker or Trading Symbol
AEROPOSTALE INC [ ARO]
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)
11150 SANTA MONICA BLVD SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2015
(Street)
LOS ANGELES, CA90025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/25/2015 07/06/2015 P 360,000 A $ 1.62 2,503,300 I See Footnote ( 1 )
Common Stock 06/25/2015 07/06/2015 P 21,559 A $ 1.62 2,524,859 I See Footnote ( 1 )
Common Stock 06/29/2015 07/02/2015 P 9,636 A $ 1.65 2,534,495 I See Footnote ( 1 )
Common Stock 06/30/2015 06/30/2015 P 50,000 A $ 1.8 2,584,495 I See Footnote ( 1 )
Common Stock 07/06/2015 07/13/2015 P 20,000 A $ 1.75 2,604,495 I See Footnote ( 1 )
Common Stock 07/07/2015 07/10/2015 P 20,000 A $ 1.86 2,624,495 I See Footnote ( 1 )
Common Stock 07/08/2015 07/09/2015 P 20,000 A $ 1.88 2,644,495 I See Footnote ( 1 )
Common Stock 07/09/2015 07/15/2015 P 20,000 A $ 1.74 2,664,495 I See Footnote ( 1 )
Common Stock 07/10/2015 07/14/2015 P 20,000 A $ 1.74 2,684,495 I See Footnote ( 1 )
Common Stock 07/20/2015 07/22/2015 P 48,300 A $ 1.54 2,732,795 I See Footnote ( 1 )
Common Stock 07/20/2015 07/23/2015 S 2,000,000 D $ 1.55 732,795 I See Footnote ( 1 )
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
Stock Option (Right to Buy) $ 2.5 06/24/2015 06/26/2015 P 500,000 ( 2 ) 10/16/2015 Common Stock 500,000 $ 0.14 12,035,300 I See Footnote ( 1 )
Stock Option (Right to Buy) $ 1 07/17/2015 07/21/2015 P 3,500,000 ( 2 ) 01/20/2017 Common Stock 3,500,000 $ 0.9 15,535,300 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MESSINA DANA
11150 SANTA MONICA BLVD SUITE 700
LOS ANGELES, CA90025
X
Signatures
/s/ Dana Messina 08/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Common Stock ("Shares") and call options that represent the right to buy Shares, as applicable, directly owned by Aria Master Fund Ltd. (the "Master Fund"), Aria Partners LP (the "LP Fund"), and certain third party accounts managed by Aria Partners GP LLC (the "Accounts"). The Reporting Person is the Managing Member of Aria Partners GP LLC which is (i) the General Partner of the Master Fund and the LP Fund and (ii) investment manager to the Master Fund, the LP Fund and the Accounts. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 2 )The securities are currently exercisable.

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.