Sec Form 4 Filing - SUN GORDMANS, LP @ Gordmans Stores, Inc. - 2012-05-31

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 SUN GORDMANS, LP 2. Issuer Name and Ticker or Trading Symbol Gordmans Stores, Inc. [ GMAN] 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) C/O SUN CAPITAL PARTNERS, INC., 5200 TOWN CIRCLE CENTER, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2012 (Street) BOCA RATON, FL33486 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 $0.001 05/31/2012 S 3,456,529 D $ 15.8707 9,873,719 I ( 1 ) See footnote ( 2 )

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 SUN GORDMANS, LP C/O SUN CAPITAL PARTNERS, INC. 5200 TOWN CIRCLE CENTER, SUITE 600 BOCA RATON, FL33486 X SUN CAPITAL PARTNERS V LP 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X LEDER MARC J 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X KROUSE RODGER R 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X Sun Capital Partners V, Ltd 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X Sun Capital Advisors V, L.P. 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X Sun Holdings V, LLC 5200 TOWN CIRCLE CENTER SUITE 600 BOCA RATON, FL33486 X Signatures /s/ Kevin J. Calhoun, attorney-in-fact for Marc J. Leder 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, attorney-in-fact for Rodger R. Krouse 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, Vice President, CFO & Secretary for Sun Capital Partners V, Ltd. 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, Vice President, CFO & Secretary for Sun Capital Partners V, Ltd., General Partner for Sun Capital Advisors V, L.P. 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, Vice President, CFO & Secretary for Sun Capital Advisors V, L.P., General Partner for Sun Capital Partners V, L.P. 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, Vice President, CFO & Secretary for Sun Capital Partners V, L.P., Managing Member for Sun Holdings V, LLC 06/01/2012 Signature of Reporting Person Date /s/ Kevin J. Calhoun, Vice President & Chief Financial Officer for Sun Holdings V, LLC, General Partner for Sun Gordmans, LP 06/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Common Stock directly held by Sun Gordmans, LP ("Sun Gordmans"). ( 2 )Sun Holdings V, LLC ("Sun Holdings V") is the general partner of Sun Gordmans. Sun Capital Partners V, L.P. ("SCP V") is the sole member of Sun Holdings V. SCP V owns all of the ownership interests of Sun Gordmans. Marc J. Leder ("Leder") and Rodger R. Krouse ("Krouse") each own fifty percent (50%) of Sun Capital Partners V, Ltd., which is the general partner of Sun Capital Advisors V, L.P., which is the general partner of SCP V. As a result, Sun Holdings V, SCP V, Leder, Krouse, Sun Capital Partners V, Ltd. and Sun Capital Advisors V, L.P. (collectively, the "Indirect Sun Owners") may be deemed to have indirect beneficial ownership of the securities owned directly by Sun Gordmans. Each Indirect Sun Owner expressly disclaims beneficial ownership of any securities in which they do not have a pecuniary interest.

Remarks: Exhibit 24.1--Power of Attorney of Marc J. LederExhibit 24.2--Power of Attorney of Rodger R. Krouse

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.