CACHE INC Form 4 Filed 2014-06-04

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

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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1. Name and Address of Reporting Person ^*

Mill Road Capital, L.P.

2. Issuer Name and Ticker or Trading Symbol
CACHE INC [CACH]

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)

382 GREENWICH AVE, SUITE ONE

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2014

(Street)

GREENWICH, CT 06830

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person

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
Common Stock, $0.01 par value per share	06/02/2014		P		125,714	A	$1.75	2,811,835	D⁽¹⁾

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 Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mill Road Capital, L.P. 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X
Mill Road Capital GP LLC 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X
LYNCH THOMAS E 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X
Scharfman Scott 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X

Explanation of Responses:

The shares reported are directly held by Mill Road Capital, L.P. (the "Fund"). Mill Road Capital GP LLC (the "GP") is the sole general partner of the Fund and, as such, has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Each of Messrs. Lynch and Scharfman is a management committee director of the GP and has the shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP and the Fund. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

	Signatures
	/s/ Charles M. B. Goldman, Management Committee Director of sole general partner on behalf of Mill Road Capital, L.P.	06/04/2014
	/s/ Charles M. B. Goldman, Management Committee Director on behalf of Mill Road Capital GP LLC	06/04/2014
	/s/ Charles M. B. Goldman on behalf of Thomas E. Lynch, by power of attorney	06/04/2014
	/s/ Charles M. B. Goldman on behalf of Scott P. Scharfman, by power of attorney	06/04/2014
	** Signature of Reporting Person	Date
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