Sec Form 4 Filing - Sycamore Partners Torrid, L.L.C. @ Torrid Holdings Inc. - 2021-07-06

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 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) 07/06/2021 (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 07/06/2021 S( 1 ) 10,701,990 D $ 19.635 82,351,986 ( 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/ Brian Park, as Attorney-in-Fact for the Reporting Persons 07/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 2, 2021 and in connection with Torrid Holdings Inc.'s (the "Issuer") initial public offering ("IPO"), Torrid Holding LLC ("Torrid LLC") made a pro rata distribution for no consideration of the Issuer's Common Stock previously reported as indirectly held by the reporting persons. As a result of such distribution, 93,053,976 shares of the Issuer's common stock were distributed to Sycamore Partners Torrid, L.L.C. ("Sycamore Torrid") and the remaining 16,946,024 shares of the Issuer's Common Stock were distributed to the other members of Torrid LLC, including certain officers and directors of the Issuer. On July 6, 2021, in connection with the closing of the IPO, Sycamore Torrid sold 10,701,990 shares of the Issuer's Common Stock at the initial public offering price of $21.00 per share less underwriting discounts and commissions. ( 2 )This Form 4 is being filed jointly by (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (a) Sycamore 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 Exchange Act of 1934, as amended.

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.