CUSIP
No. 46612H402
|
13D
|
Page 2
of 8 Pages
|
1
|
NAMES
OF REPORTING PERSONS
Mason
Capital Management LLC, in its capacity as investment manager for certain
investment funds and managed accounts.
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||||
(a)
|
o | ||||
(b)
|
x | ||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
|
||||
AF
|
|||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
Delaware
|
|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||
4,165,707
|
|||||
8
|
SHARED
VOTING POWER
|
||||
0
|
|||||
9
|
SOLE
DISPOSITIVE POWER
|
||||
4,165,707
|
|||||
10
|
SHARED
DISPOSITIVE POWER
|
||||
0
|
|||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,165,707
|
|||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
6.5%
|
|||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
||||
OO
|
CUSIP
No. 46612H402
|
13D
|
Page 3
of 8 Pages
|
1
|
NAMES
OF REPORTING PERSONS
|
||||
Kenneth
M. Garschina
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||||
(a)
|
o | ||||
(b)
|
x | ||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
|
||||
OO
|
|||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
United
States
|
|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||
0
|
|||||
8
|
SHARED
VOTING POWER
|
||||
4,165,707
|
|||||
9
|
SOLE
DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,165,707
|
|||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,165,707
|
|||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
6.5%
|
|||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
||||
IN
|
CUSIP
No. 46612H402
|
13D
|
Page 4
of 8 Pages
|
1
|
NAMES
OF REPORTING PERSONS
|
||||
Michael
E. Martino
|
|||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
||||
(a)
|
o | ||||
(b)
|
x | ||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS (See Instructions)
|
||||
OO
|
|||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E)
|
o | |||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
United
States
|
|||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|||
0
|
|||||
8
|
SHARED
VOTING POWER
|
||||
4,165,707
|
|||||
9
|
SOLE
DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED
DISPOSITIVE POWER
|
||||
4,165,707
|
|||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
4,165,707
|
|||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
o | |||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
6.5%
|
|||||
14
|
TYPE
OF REPORTING PERSON (See Instructions)
|
||||
IN
|
CUSIP
No. 46612H402
|
13D
|
Page 5
of 8 Pages
|
|
Item
4.
|
Purpose
of Transaction.
|
CUSIP
No. 46612H402
|
13D
|
Page 6
of 8 Pages
|
|
Item
7.
|
Material
to be Filed as Exhibits
|
|
Exhibit
A
|
Schedule
13D Joint Filing Agreement, dated as of January 18, 2011 (previously filed
as Exhibit A to the Schedule 13D filed with the SEC on January 18,
2011)
|
|
Exhibit
B
|
Information
with Respect to Transactions Effected During the Past Sixty Days
(previously filed as Exhibit B to the Schedule 13D filed with the SEC on
January 18, 2011)
|
|
Exhibit
C
|
Letter
to the Board of Directors of J.Crew Group, Inc., dated February 11,
2011
|
MASON
CAPITAL MANAGEMENT LLC
|
||
By:
|
/s/ John Grizzetti
|
|
Name:
|
John
Grizzetti
|
|
Title:
|
Chief
Financial Officer
|
|
/s/ Kenneth M. Garschina
|
||
Kenneth
M. Garschina
|
||
/s/ Michael E. Martino
|
||
Michael
E. Martino
|
|
Mason
Capital Management LLC
110
East 59th Street, 30th Floor New York, NY 10022
tel
212-771-1206
fax
212-644-4264
|