UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

1.

Names of Reporting Persons
PineBridge Investments LLC

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,497,413

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
2,497,413

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,497,413

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
16.2*

12.

Type of Reporting Person
IA

1.

Names of Reporting Persons
PineBridge Vantage Partners, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,949,904

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
1,949,904

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,949,904

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
12.7*

12.

Type of Reporting Person
PN

1.

Names of Reporting Persons
PineBridge PEP III Direct, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
48,027

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
48,027

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
48,027

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
0.3*

12.

Type of Reporting Person
PN

1.

Names of Reporting Persons
PineBridge PEP IV Co-Investment, L.P.

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
384,217

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
384,217

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
384,217

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
2.5*

12.

Type of Reporting Person
PN

1.

Names of Reporting Persons
American International Group, Inc. Retirement Plan Master Trust

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
Massachusetts

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
115,265

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power
115,265

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
115,265

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
0.7*

12.

Type of Reporting Person
EP

1.

Names of Reporting Persons
Scott Gallin**

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

6.

Shared Voting Power
2,497,413

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
2,497,413

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,497,413

10.

Check box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11.

Percent of Class Represented by Amount in Row 9
16.2*

12.

Type of Reporting Person
IN

Item 1(a).

Name of Issuer:
Body Central Corp.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
6225 Powers Avenue
Jacksonville, FL 32217

Item 2(a).

Name of Persons Filing:
This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by PineBridge Vantage Partners, L.P. (“PineBridge Vantage”), PineBridge PEP III Direct, L.P. (“PineBridge PEP III”), PineBridge PEP IV Co-Investment, L.P. (“PineBridge PEP IV”), American International Group, Inc. Retirement Plan Master Trust (“AIG Trust” and together with PineBridge Vantage, PineBridge PEP III and PineBridge IV, the “Funds”):

(i)

PineBridge Investments LLC (“PineBridge Investments”), a Delaware limited liability company and investment manager of each of the Funds;

(ii)

PineBridge Vantage, a Delaware limited partnership;

(iii)

PineBridge PEP III, a Delaware limited partnership;

(iv)

PineBridge PEP IV, a Delaware limited partnership;

(v)

AIG Trust, a trust formed under the laws of the Commonwealth of Massachusetts; and

(vi)

Scott Gallin, a managing director of PineBridge Investments.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
399 Park Avenue, 4th Floor

New York, NY 10022

Item 2(c).

Citizenship:
PineBridge Investments — Delaware

PineBridge Vantage — Delaware

PineBridge PEP III — Delaware

PineBridge PEP IV— Delaware

AIG Trust — Massachusetts

Scott Gallin — United States

Item 2(d).

Title of Class of Securities:
Common Stock, $0.001 par value per share

Item 2(e).

CUSIP Number:
09689U102

Item 3.

Not applicable.

Item 4.

Ownership.

For PineBridge Investments:

(a)

Amount beneficially owned:   

2,497,413 shares of Common Stock

(b)

Percent of class:   

16.2%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

0

(ii)

Sole power to vote or to direct the vote:

2,497,413

(iii)

Shared power to dispose or to direct the disposition of:

0

(iv)

Sole power to dispose or to direct the disposition of:

2,497,413

For PineBridge Vantage:

(a)

Amount beneficially owned:   

1,949,904 shares of Common Stock

(b)

Percent of class:   

12.7%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

0

(ii)

Sole power to vote or to direct the vote:

1,949,904

(iii)

Shared power to dispose or to direct the disposition of:

0

(iv)

Sole power to dispose or to direct the disposition of:

1,949,904

For PineBridge PEP III:

(a)

Amount beneficially owned:   

48,027 shares of Common Stock

(b)

Percent of class:   

0.3%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

0

(ii)

Sole power to vote or to direct the vote:

48,027

(iii)

Shared power to dispose or to direct the disposition of:

0

(iv)

Sole power to dispose or to direct the disposition of:

48,027

For PineBridge PEP IV:

(a)

Amount beneficially owned:   

384,217 shares of Common Stock

(b)

Percent of class:   

2.5%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

0

(ii)

Sole power to vote or to direct the vote:

384,217

(iii)

Shared power to dispose or to direct the disposition of:

0

(iv)

Sole power to dispose or to direct the disposition of:

384,217

For AIG Trust:

(a)

Amount beneficially owned:   

115,265 shares of Common Stock

(b)

Percent of class:   

0.7%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

0

(ii)

Sole power to vote or to direct the vote:

115,265

(iii)

Shared power to dispose or to direct the disposition of:

0

(iv)

Sole power to dispose or to direct the disposition of:

115,265

For Mr. Gallin:

(a)

Amount beneficially owned:   

2,497,413 shares of Common Stock *

(b)

Percent of class:   

16.2%

(c)

Number of shares as to which such person has:

(i)

Shared power to vote or to direct the vote:

2,497,413

(ii)

Sole power to vote or to direct the vote:

0

(iii)

Shared power to dispose or to direct the disposition of:

2,497,413

(iv)

Sole power to dispose or to direct the disposition of:

0

* Mr. Gallin disclaims any beneficial ownership of the shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

PineBridge Investments serves as the investment advisor to each of the Funds and beneficially owns 2,497,413 shares of Common Stock directly owned by the Funds. As a managing director of PineBridge Investments, Mr. Gallin may be deemed to beneficially own 2,497,413 shares of Common Stock. Neither filing of Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Gallin is the beneficial owner of the 2,497,413 shares and such beneficial ownership is expressly disclaimed. Each of the Funds disclaims beneficial ownership of the shares held by the other Funds.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit B attached hereto.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

PineBridge Investments LLC

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge Vantage Partners, L.P.

By:

PineBridge Vantage Partners GP, L.P.,

its General Partner

By:

PineBridge Vantage Partners, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge PEP III Direct, L.P.

By:

PineBridge PEP III Direct GP, L.P.,

its General Partner

By:

PineBridge PEP III Direct, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge PEP IV Co-Investment, L.P.

By:

PineBridge PEP IV Co-Investment GP, L.P.,

its General Partner

By:

PineBridge PEP IV Co-Investment GP, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

American International Group, Inc. Retirement

Plan Master Trust

By:

PineBridge Investments LLC,

the duly authorized investment advisor to the

American International Group, Inc.

Retirement Plan Master Trust

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

/s/ Scott Gallin

Scott Gallin

Exhibit A.

Joint Filing Agreement

Exhibit B.

Members of Group

PineBridge Investments LLC

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge Vantage Partners, L.P.

By:

PineBridge Vantage Partners GP, L.P.,

its General Partner

By:

PineBridge Vantage Partners, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge PEP III Direct, L.P.

By:

PineBridge PEP III Direct GP, L.P.,

its General Partner

By:

PineBridge PEP III Direct, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

PineBridge PEP IV Co-Investment, L.P.

By:

PineBridge PEP IV Co-Investment GP, L.P.,

its General Partner

By:

PineBridge PEP IV Co-Investment GP, LLC,

its General Partner

By:

PineBridge Investments LLC,

its Managing Member

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

American International Group, Inc. Retirement

Plan Master Trust

By:

PineBridge Investments LLC,

the duly authorized investment advisor to the

American International Group, Inc.

Retirement Plan Master Trust

By:

/s/ Scott Gallin

Name: Scott Gallin

Title: Managing Director

/s/ Scott Gallin

Scott Gallin