                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ----------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                                ----------------

    INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
          AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

                                 HOT TOPIC, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    441339108
                                 (CUSIP Number)

                                  July 31, 2007
             (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.

         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).


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 2 OF 8
------------------------------------------------------------------------------
(1)   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Prentice Capital Management, LP
------------------------------------------------------------------------------
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                  (a) [ ]
                                                                  (b) [X]
------------------------------------------------------------------------------
(3)   SEC USE ONLY
------------------------------------------------------------------------------
(4)   CITIZENSHIP OR PLACE OF ORGANIZATION
                        Delaware
------------------------------------------------------------------------------

NUMBER OF         (5)   SOLE VOTING POWER
                                  0
SHARES            ------------------------------------------------------------

BENEFICIALLY      (6)   SHARED VOTING POWER
                                  2,658,425 (See Item 4)
OWNED BY          ------------------------------------------------------------

EACH              (7)   SOLE DISPOSITIVE POWER
                                  0
REPORTING         ------------------------------------------------------------

PERSON WITH       (8)   SHARED DISPOSITIVE POWER
                                  2,658,425 (See Item 4)
------------------------------------------------------------------------------
         (9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
               BY EACH REPORTING PERSON
                                  2,658,425 (See Item 4)
------------------------------------------------------------------------------
         (10)  CHECK BOX IF THE AGGREGATE AMOUNT
               IN ROW (9) EXCLUDES CERTAIN SHARES                         [ ]
------------------------------------------------------------------------------
         (11)  PERCENT OF CLASS REPRESENTED
               BY AMOUNT IN ROW (9)
                                  6.01% (See Item 4)
------------------------------------------------------------------------------
         (12)  TYPE OF REPORTING PERSON
                                  PN
------------------------------------------------------------------------------


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 3 OF 8
------------------------------------------------------------------------------
(1)   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
      Michael Zimmerman
------------------------------------------------------------------------------
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                  (a) [ ]
                                                                  (b) [X]
------------------------------------------------------------------------------
(3)   SEC USE ONLY
------------------------------------------------------------------------------
(4)   CITIZENSHIP OR PLACE OF ORGANIZATION
                        United States of America
------------------------------------------------------------------------------

NUMBER OF         (5)   SOLE VOTING POWER
                                  0
SHARES            ------------------------------------------------------------

BENEFICIALLY      (6)   SHARED VOTING POWER
                                  2,658,425 (See Item 4)
OWNED BY          ------------------------------------------------------------

EACH              (7)   SOLE DISPOSITIVE POWER
                                  0
REPORTING         ------------------------------------------------------------

PERSON WITH       (8)   SHARED DISPOSITIVE POWER
                                  2,658,425 (See Item 4)
------------------------------------------------------------------------------
         (9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
               BY EACH REPORTING PERSON
                                  2,658,425 (See Item 4)
------------------------------------------------------------------------------
         (10)  CHECK BOX IF THE AGGREGATE AMOUNT
               IN ROW (9) EXCLUDES CERTAIN SHARES                         [ ]
------------------------------------------------------------------------------
         (11)  PERCENT OF CLASS REPRESENTED
               BY AMOUNT IN ROW (9)
                                  6.01% (See Item 4)
------------------------------------------------------------------------------
         (12)  TYPE OF REPORTING PERSON
                                  IN
------------------------------------------------------------------------------


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 4 OF 8

ITEM 1(a).     NAME OF ISSUER:

               Hot Topic, Inc., a California corporation (the "Company")

ITEM 1(b).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               18305 East San Jose Avenue
               City of Industry, CA 91748


ITEM 2(a).     NAME OF PERSON FILING:

               This statement is filed by the entities and persons listed below,
all of whom together are referred to herein as the "Reporting Persons":

               (i)  Prentice   Capital   Management,   LP,  a  Delaware  limited
                    partnership ("Prentice Capital Management"), with respect to
                    the shares of common  stock  ("Common  Stock"),  reported in
                    this  Schedule  13G held by  certain  investment  funds  and
                    managed accounts.

               (ii) Michael  Zimmerman,  who  is  the  Managing  Member  of  (a)
                    Prentice Management GP, LLC, the general partner of Prentice
                    Capital  Management,  (b)  Prentice  Capital  GP,  LLC,  the
                    general partner of certain investment funds and (c) Prentice
                    Capital GP II, LLC, the managing member of Prentice  Capital
                    GP  II,  LP,  which  is  the  general   partner  of  certain
                    investment  funds, with respect to the Common Stock reported
                    in this  Schedule 13G held by certain  investment  funds and
                    managed accounts.

ITEM 2(b).     ADDRESS OF PRINCIPAL BUSINESS OFFICE:

               The address of the principal  business office of Prentice Capital
Management and Michael Zimmerman is 623 Fifth Avenue,  32nd Floor, New York, New
York 10022.

ITEM 2(c).     CITIZENSHIP:

         Prentice Capital Management is a Delaware limited partnership.  Michael
Zimmerman is a United States citizen.

ITEM 2(d).     TITLE OF CLASS OF SECURITIES:

         Common Stock

ITEM 2(e).     CUSIP NUMBER:

                  441339108


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 5 OF 8

ITEM 3.        IF  THIS  STATEMENT IS FILED  PURSUANT TO 13d-1(b) OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:

               (a) [ ]  Broker or dealer registered under Section 15 of the Act;

               (b) [ ]  Bank as defined in Section 3(a)(6) of the Act;

               (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;

               (e) [ ]  Investment  Adviser  registered under Section 203 of the
                        Investment    Advisers    Act   of   1940:    see   Rule
                        13d-1(b)(1)(ii)(E);

               (f) [ ]  Employee Benefit Plan,  Pension Fund which is subject to
                        the  provisions  of  the  Employee   Retirement   Income
                        Security  Act  of  1974  or  Endowment  Fund;  see  Rule
                        13d-1(b)(1)(ii)(F);

               (g) [ ]  Parent  Holding   Company,   in  accordance   with  Rule
                        13d-1(b)(ii)(G);

               (h) [ ]  Savings  Associations  as defined in Section 3(b) of the
                        Federal Deposit Insurance Act;

               (i) [ ]  Church Plan that is excluded  from the  definition of an
                        investment   company  under  Section   3(c)(14)  of  the
                        Investment Company Act of 1940;

               (j) [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

         IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 6 OF 8

ITEM 4.        OWNERSHIP.

               Prentice  Capital  Management  serves as investment  manager to a
number of investment funds (including  Prentice Capital  Partners,  LP, Prentice
Capital  Partners QP, LP, Prentice  Capital  Offshore,  Ltd.,  Prentice  Special
Opportunities,  LP, Prentice Special Opportunities  Offshore,  Ltd. and Prentice
Special Opportunities Master, L.P.) and manages investments for certain entities
in  managed  accounts  with  respect  to which  it has  voting  and  dispositive
authority over the Common Stock reported in this Schedule 13G. Michael Zimmerman
is the Managing Member of (a) Prentice Management GP, LLC the general partner of
Prentice Capital  Management,  (b) Prentice Capital GP, LLC, the general partner
of certain  investment  funds and (c) Prentice  Capital GP II, LLC, the managing
member of Prentice  Capital GP II, LP,  which is the general  partner of certain
investment  funds.  As  such,  he may be  deemed  to  control  Prentice  Capital
Management  and the  investment  funds  and  therefore  may be  deemed to be the
beneficial  owner of the  securities  reported  in this  Schedule  13G.  Each of
Michael Zimmerman and Prentice Capital Management disclaims beneficial ownership
of all of the Common Stock reported in this Schedule 13G.

               The  percentages   used  herein  are  calculated   based  on  the
44,247,098  shares of Common Stock issued and outstanding as of May 24, 2007, as
reported  in the  Company's  quarterly  report  on  Form  10Q,  filed  with  the
Securities and Exchange  Commission by the Company for the quarterly period that
ended May 5, 2007.

      A.  Prentice Capital Management

          (a) Amount beneficially owned: 2,658,425

          (b) Percent of class: 6.01%

          (c) Number of shares as to which such person has:

              (i)   sole power to vote or to direct the vote: 0

              (ii)  shared power to vote or to direct the vote: 2,658,425

              (iii) sole power to dispose or to direct the disposition: 0

              (iv)  shared power to dispose or to direct the disposition:
                    2,658,425

      B.  Michael Zimmerman

          (a) Amount beneficially owned: 2,658,425

          (b) Percent of class: 6.01%

          (c) Number of shares as to which such person has:

              (i)   sole power to vote or to direct the vote: 0

              (ii)  shared power to vote or to direct the vote: 2,658,425


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 7 OF 8

              (iii) sole power to dispose or to direct the disposition: 0

              (iv)  shared power to dispose or to direct the disposition:
                    2,658,425

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.

          See Item 4.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP.

          Not applicable.

ITEM 10.  CERTIFICATION.  (if filing pursuant to Rule 13d-1(c))

          Each  of  the   Reporting   Persons   hereby   makes   the   following
certification:

          By signing below each Reporting  Person certifies that, to the best of
its 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 not held
in connection with or as a participant in any transaction having that purpose or
effect.


<PAGE>


Schedule 13G

CUSIP No. 441339108                                                PAGE 8 OF 8

                                   SIGNATURES

          After reasonable  inquiry and to the best of our knowledge and belief,
the  undersigned  certify that the  information  set forth in this  statement is
true, complete and correct.



DATED:  August 10, 2007                  PRENTICE CAPITAL MANAGEMENT, LP

                                         /s/  Michael Weiss
                                         -------------------------------
                                         Name:  Michael Weiss
                                         Title:  Chief Financial Officer

                                         MICHAEL ZIMMERMAN

                                         /s/  Michael Zimmerman
                                         -------------------------------
                                         Michael Zimmerman


<PAGE>



                                    EXHIBIT 1

                           JOINT ACQUISITION STATEMENT

                            PURSUANT TO RULE 13d-1(k)

          The undersigned  acknowledge and agree that the foregoing statement on
Schedule  13G,  is  filed  on  behalf  of each of the  undersigned  and that all
subsequent  amendments  to this  statement  on Schedule  13G,  shall be filed on
behalf of each of the  undersigned  without the  necessity of filing  additional
joint  acquisition  statements.  The undersigned  acknowledge that each shall be
responsible for the timely filing of such  amendments,  and for the completeness
and accuracy of the  information  concerning  him or it contained  therein,  but
shall not be responsible  for the  completeness  and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.



DATED:  August 10, 2007                  PRENTICE CAPITAL MANAGEMENT, LP

                                         /s/  Michael Weiss
                                         -------------------------------
                                         Name:  Michael Weiss
                                         Title:  Chief Financial Officer

                                         MICHAEL ZIMMERMAN

                                         /s/  Michael Zimmerman
                                         -------------------------------
                                         Michael Zimmerman

