Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Five Island Asset Management LLC
  2. Issuer Name and Ticker or Trading Symbol
FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ [FOHL]
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)
450 PARK AVENUE, 30TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2013
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Convertible Series B Preferred Stock $ 0.25 09/26/2013   S     104,545 (1) 03/15/2013   (4) Common Stock 41,818,000 $ 0.25 0 D  
Common Stock Warrant - Series A Warrant Coverage $ 0.45 09/26/2013   S     500,000 (1)   (3) 06/23/2015 Common Stock 500,000 $ 0 0 D  
Common Stock Warrant - Series A Warrant Coverage $ 0.53 09/26/2013   S     500,000 (1)   (3) 06/23/2017 Common Stock 500,000 $ 0 0 D  
Common Stock Warrant - Series A Warrant Coverage $ 0.6 09/26/2013   S     500,000 (1)   (3) 06/24/2019 Common Stock 500,000 $ 0 0 D  
Common Stock Warrant - PIPE Warrant Coverage $ 1.21 09/26/2013   S     1,380,850 (1)   (3) 10/15/2015 Common Stock 1,380,850 $ 0 0 D  
Common Stock Warrant - Employee Stock Option Coverage $ 0.67 09/26/2013   S     1,818,000 (1) (2)   (3) 02/10/2022 Common Stock 1,818,000 $ 0 0 D  
Common Stock Warrant - Series A Coverage $ 0.01 09/26/2013   S     5,468,127 (1)   (3)   (5) Common Stock 5,468,127 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Five Island Asset Management LLC
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NY 10022
    X    

Signatures

 /s/ Five Island Asset Management LLC, Thomas A. Williams   09/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 26, 2013, an affiliate of Five Island Asset Management LLC ("Five Island"), HGI Funding, LLC ("HGI Funding"), agreed to purchase from Five Island 104,545 shares of Convertible Series B Preferred Stock for a purchase price of $0.25 per share, together with accrued dividends paid or payable theron, and 10,166,977 warrants (the "Transferred Securities") pursuant to a transfer and sale agreement, dated as of September 26, 2013, by and between Five Island and HGI Funding (the "Transfer and Sale Agreement") in exchange for $10,653,100 in the aggregate. Pursuant to the terms of the Transfer and Sale Agreement, the transfer of the Transferred Securities became effective on September 27, 2013.
(2) According to the Issuer, as of the date hereof, employee stock options of the Issuer representing the option to purchase 79,500 shares of the Issuer's Common Stock have expired. Accordingly, warrants to purchase 79,500 shares of the Issuer's Common Stock under the Common Stock Purchase Warrant - Employee Stock Option Coverage reported on the Form 3 filed by the Reporting Person on March 25, 2013 and in Table II of this Form 4 have also expired. Five Island did not receive any value in connection with such expiration.
(3) In accordance with the terms thereof, the warrants are only exercisable upon a corresponding exercise or conversion of securities represented representing 10,166,977 shares of Common Stock, which other securities are not owned by the Reporting Person.
(4) The 104,545 shares of Convertible Series B Preferred Stock may be converted into Common Stock at any time, and expire upon the earlier to occur of (i) the conversion of such security into Common Stock pursuant to its terms or (ii) the redemption thereof by the Issuer.
(5) The Common Stock Warrant - Series A Coverage expires upon the earlier to occur of (i) thirty days after the conversion the Convertible Series A Preferred Stock into Common Stock pursuant to its terms, or (ii) the redemption thereof by the Issuer.

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