Sec Form 4 Filing - GI2 LTD @ PACIFIC SUNWEAR OF CALIFORNIA INC - 2015-04-07

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
GI2 LTD
2. Issuer Name and Ticker or Trading Symbol
PACIFIC SUNWEAR OF CALIFORNIA INC [ PSUN]
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)
P.O. BOX 1586 GT, 24 SHEDDEN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2015
(Street)
GEORGE TOWN, E9KY1-1110
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 04/07/2015 S 1,876 D $ 2.7 19,925,593 D
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
GI2 LTD
P.O. BOX 1586 GT
24 SHEDDEN ROAD
GEORGE TOWN, E9KY1- 1110
X
CONSTANTINO PANAYOTIS
ZALOKOSTA 14
PALEO PSIHIKO
ATHENS, J315452
X
ELEONAS LTD
P.O. BOX 1586 GT
24 SHEDDEN ROAD
GEORGE TOWN, E9KY1-1110
X
NISOS PURPOSE TRUST
P.O. BOX 1586 GT
24 SHEDDEN ROAD
GEORGE TOWN, E9KY1-1110
X
AMCO PTC
P.O. BOX 1586 GT
24 SHEDDEN ROAD
GEORGE TOWN, E9KY1-1110
X
Signatures
/s/ Stuart McLuckie & /s/ Bhavnita Gorani, Corporate Directors, GI2 LTD 04/09/2015
Signature of Reporting Person Date
/s/ Panayotis Constantinou 04/09/2015
Signature of Reporting Person Date
/s/ Stuart McLuckie & /s/ Bhavnita Gorani, Corporate Directors 04/09/2015
Signature of Reporting Person Date
/s/ Stuart McLuckie & /s/ Bhavnita Gorani, Directors of AMCO PTC 04/09/2015
Signature of Reporting Person Date
/s/ Melinda Cartwright & /w/ Kimberly Stachan, Authorized Signatories 04/09/2015
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
This Form 4 is filed jointly by GI2 Ltd, a Cayman Islands exempted company ("GI2"), Eleonas Ltd, a Cayman Islands exempted company ("Eleonas"), the Nisos Purpose Trust (the "Nisos Trust"), AMCO PTC, a Cayman Islands exempted company ("AMCO"), as trustee on behalf of the Nisos Trust, and Panayotis Constantinou, a Venezuelan citizen ("P. Constantinou"? each of P.Constantinou, GI2, Eleonas, the Nisos Trust and AMCO are referred to herein as a "Reporting Person") as ten percent beneficial owners of Pacific Sunwear of California, Inc. (the "Issuer"). The principal business address of P. Constantinou is Zalokosta 14, Paleo Psihiko, Athens 15452, Greece. The principal address of Eleonas, the Nisos Trust and AMCO is c/o Maples and Calder, P.O. Box 309, UGland House, South Church Street, George Town, Grand Cayman, KY11104. P. Constantinou and AMCO each disclaim beneficial ownership of the securities listed herein reported as beneficially owned by any such Reporting Person in excess of their pecuniary interest in such securities, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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