berylson_body-sch13g.htm
 
                           UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
 
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SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. ___)*
 

Body Central Corp.
(Name of Issuer)

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

 
09689U102
  
(CUSIP Number)

March 18, 2013
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 [  ]           Rule 13d-1(b)
 
 [x]           Rule 13d-1(c)
 
 [  ]           Rule 13d-1(d)
 
*           The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.  Beneficial ownership information contained herein is given as of the date listed above.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

1
Names of Reporting Persons.
 
Berylson Capital Partners, LLC
James Berylson
 
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [ ]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Berylson Capital Partners, LLC – Delaware
James Berylson - United States
 
 
 
 
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
Berylson Capital Partners, LLC – 0 shares
James Berylson - 0 shares
6    Shared Voting Power
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
Berylson Capital Partners, LLC – 0 shares
James Berylson - 0 shares
 
8    Shared Dispositive Power
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)
 
Berylson Capital Partners, LLC – 5.00%
James Berylson – 5.00%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
Berylson Capital Partners, LLC  – OO (Limited Liability Company)
James Berylson – IN
 
 
 
 
SCHEDULE 13G
 
Item 1
  

(a)
Name of Issuer
 
Body Central Corp.
(b)
Address of Issuer’s Principal Executive Offices
 
6225 Powers Avenue, Jacksonville, FL  32217

Item 2
  

(a)
Name of Person Filing
 
Berylson Capital Partners, LLC
James Berylson
 
(b)
Address of Principal Business Office or, if none, Residence
 
Berylson Capital Partners, LLC
James Berylson
c/o Berylson Capital Partners, LLC
33 Arch Street, Suite 3100
Boston, MA 02110
 
(c)
Citizenship
 
Berylson Capital Partners, LLC - Delaware
James Berylson  - United States
 
(d)
Title of Class of Securities
 
Common Stock, par value $0.001 per share
(e)
CUSIP Number
 
09689U102

Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act;
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 
Item 4
Ownership
 
James Berylson, the sole owner of Berylson Capital Partners, LLC, the Investment Manager, may be deemed the beneficial owners of 5.0% of the outstanding shares of Common Stock. This percentage was determined by dividing 821,800 by 16,436,154, which is the number of shares of Common Stock outstanding as of March 4, 2013, according to the Issuer’s Form 10-K filed on March 13, 2013 with the Securities and Exchange Commission.

Item 4(a)
Amount Beneficially Owned**
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares

 
 
 
Item 4(b)
Percent of Class
 
Berylson Capital Partners, LLC – 5.00%
James Berylson – 5.00%
 
Item 4(c)
Number of shares as to which each such person has voting and dispositive power:
(i)
Berylson Capital Partners, LLC – 0 shares
James Berylson - 0 shares
 
(ii)
shared power to vote or to direct the vote
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares
 
(iii)
sole power to dispose or to direct the disposition of
 
Berylson Capital Partners, LLC – 0 shares
James Berylson - 0 shares
 
(iv)
shared power to dispose or to direct the disposition of
 
Berylson Capital Partners, LLC – 821,800 shares
James Berylson – 821,800 shares

** Shares reported herein for Berylson Capital Partners, LLC (“Berylson Capital”) represent shares beneficially owned by James Berylson, as the sole owner.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

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
 
Not applicable.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9
Notice of Dissolution of Group
 
Not applicable.
 
Item 10
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: March 26, 2013

 
BERYLSON CAPITAL PARTNERS, LLC
   
 
By: /s/ James Berylson
 
James Berylson, Managing Member
   
   
 
JAMES BERYLSON
   
 
By: /s/ James Berylson
 
James Berylson, individually