________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STAGE STORES, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
85254C305
(CUSIP Number)
Joshua Schamel
HMA Acquisition, Inc.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
(415) - 391-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 20, 2017
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b)
for other parties to
whom copies are to be sent.
* 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).
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMA ACQUISITION, INC.
I.R.S. Tax I.D. No. 81-4850038
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(A)
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH 7 SOLE VOTING POWER
1,366,415
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,366,415
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,366,415
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
1 NAME OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
HM AVENUE INVESTMENT PARTNERS II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(A)
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
BK, OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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
1,366,415
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.03%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D (the "Schedule 13D") relates is the common stoc
k, $0.01 par value, of Stage Stores, Inc., a Nevada corporati
on (the "Issuer"). The address of the principal executive offices
of the Issuer is 2425 West Loop South, Houston, Texas, 77027.
Item 2. Identity and Background
(a) - (c) This Schedule 13D is being filed by HMA Acquisition, Inc., a
California corporation ("Parent"), and HM Avenue Investment Partners II L.P.,
a Cayman Islands limited partnership ("Sponsor"), pursuant to Section 13 of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
The principal address of each of Parent and Sponsor is 500 Montgomery Street,
Suite 200, San Francisco, CA 94111.
Item 7. Material to be Filed as Exhibits.
Exhibit A Commitment Letter, dated as of January 18, 2017,
between HM Avenue Investment Partners
II L.P.
and HMA Acquisition, Inc.*
Exhibit B Commitment Letter, dated as of February 14, 2017,
between HMA Acquisition, Inc. and The
Canadian Imperial Bank of Commerce.*
*To be filed by amendment.
Ssi13d
________________________________________
SIGNATURES
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: March 2, 2017
HMA Acquisition, Inc.
By: /s/ Eric Choy
Name: Eric Choy
Title: President
HM AVENUE INVESTMENT PARTNERS II L.P.
By: HM Avenue Investment Partners II,
Inc., its general partner
By: /s/ Eric Choy
Name: Eric Choy
Title: Vice President
SCHEDULE A
Directors and Executive Officers of HMA Acquisition, Inc.
Principal Business or Occupation
Business Address
Eric Choy
Director and President of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
Hans Christianson
Director and CFO of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
Joshua Schamel
Vice President and General Counsel of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
SCHEDULE A-2
Directors and Executive Officers of HM Avenue Investment Partners II L.P.
Principal Business or Occupation
Business Address
Eric Choy
Director and President of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
Hans Christianson
Director and CFO of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200
San Francisco, CA 94111
Joshua Schamel
Vice President and General Counsel of HM Avenue Investment Partners II L.P.
500 Montgomery Street, Suite 200San Francisco, CA 94111