sc13da407602002_04162009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)1

Charlotte Russe Holding, Inc.
(Name of Issuer)

161048103
(Title of Class of Securities)

Common Stock, par value $0.01 per share
(CUSIP Number)

STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 16, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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).
 
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
KARPREILLY CAPITAL PARTNERS, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

2
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
KARPREILLY GP I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
NA
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO - Limited Liability Company

3
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
ALLAN W. KARP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
134,874
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
134,874
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
134,874
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN

4
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
CHRISTOPHER K. REILLY
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

5
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
WILLIAM P. LOGAN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

6
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
HEZY SHAKED
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

7
CUSIP NO. 161048103
 
 
1
NAME OF REPORTING PERSON
 
GABRIEL BITTON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CANADA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

8
CUSIP NO. 161048103
 
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned.  This Amendment No. 4 amends the Schedule 13D as specifically set forth.
 
Item 2.
Identity and Background
 
Item 2 is hereby amended to add the following:
 
Hezy Shaked and Gabriel Bitton are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4 to the Schedule 13D.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On April 16, 2009, the Reporting Persons announced that they have withdrawn the nomination of Messrs. Karp, Shaked and Bitton for election to the Board at the Annual Meeting.  The Reporting Persons have terminated their solicitation of proxies from the stockholders of the Issuer for the Annual Meeting and will not vote any proxies received from stockholders of the Issuer at the Annual Meeting.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
(a), (b) Based upon the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on April 17, 2009, there were 21,001,870 Common Shares issued and outstanding as of April 15, 2009.  None of KarpReilly LP, KarpReilly GP, Christopher Reilly or William Logan beneficially owns any Common Shares.  The 134,874 Common Shares beneficially owned by Allan Karp (the “Allan Karp Shares”) represent less than one percent of the Common Shares issued and outstanding.  An additional 100 Common Shares are owned by an employee of KarpReilly LLC, but KarpReilly LP expressly disclaims any agreement to act together with such employee for the purpose of acquiring, holding, voting or disposing of such equity securities of the Issuer.
 
Messrs. Bitton and Shaked do not own any Common Shares directly.
 
Allan Karp has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Allan Karp Shares.
 
Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the Common Shares beneficially owned in the aggregate by the other members of the group reported herein.  Each Reporting Person disclaims beneficial ownership of such Common Shares.
 
As of the date hereof, no Reporting Person owns any Common Shares other than those set forth in this Item 5.
 
9
CUSIP NO. 161048103
 
(c)           The trading dates, number of Shares purchased and sold and price per share for all transactions in the Common Shares by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule A.  All such transactions were effected in open market transactions with brokers, except where indicated.
 
(d)           Not applicable.
 
(e)           As of  April 16, 2009, the Reporting Persons ceased to be beneficial owners of more than 5% of the Common Shares.
 
10
CUSIP NO. 161048103
 
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.
 
Dated: April 20, 2009
 
 
KARPREILLY CAPITAL PARTNERS, L.P.
   
 
By:
KarpReilly GP I, LLC, its general partner
     
 
By:
 /s/ Allan W. Karp
   
Name:
Allan W. Karp
   
Title:
Manager


 
KARPREILLY GP I, LLC
   
 
By:
 /s/ Allan W. Karp 
   
Name:
Allan W. Karp
   
Title:
Manager


  /s/ Allan W. Karp
 
ALLAN W. KARP, Individually and as attorney-in-fact for Christopher K. Reilly, Hezy Shaked and Gabriel Bitton


  /s/ William P. Logan
 
WILLIAM P. LOGAN
 
11
CUSIP NO. 161048103

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock
Sold
Price Per
Share($)
Date of
Sale

KARPREILLY CAPITAL PARTNERS, L.P.
 
88,597
  
12.1498
04/16/2009
100,000
  
12.0844
04/16/2009
100,000
  
12.1072
04/16/2009
100,000
  
12.1347
04/16/2009
100,000
  
12.1524
04/16/2009
100,000
  
12.1657
04/16/2009
100,000
  
12.2508
04/16/2009
100,000
  
12.2632
04/16/2009
100,000
  
12.2819
04/16/2009
100,000
  
12.2929
04/16/2009
122,375
  
12.1235
04/16/2009
150,000
  
12.1013
04/16/2009
110,079
  
12.7519
04/17/2009
4,200
  
12.4340
04/17/2009
236,952
  
12.2094
04/17/2009

KARPREILLY GP I, LLC
None

ALLAN W. KARP

64,900
  
12.2113
04/17/2009
5001
  
12.2201
04/17/2009
5001
  
12.1860
04/17/2009
5001
  
12.3045
04/17/2009

CHRISTOPHER K. REILLY

3,641
  
12.3760
04/16/2009

WILLIAM P. LOGAN

1,000
  
12.3900
04/17/2009
85
  
12.3500
04/17/2009

 
HEZY SHAKED
None

GABRIEL BITTON

50,000
  
12.1000
04/16/2009



1 Shares held in trust for certain family members.
 
12