SEC Form 4 · accession 0001144204-15-021431
XCel Brands, Inc. · XELB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ben Malka
Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 6, 2015 · 7:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001083220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 1, 2015 | A | 10,000 | $0.00 | A | 35,000 | D | |
| Common StockF2 | holding | — | — | — | 1,000,000 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares of restricted stock awarded pursuant to restricted stock award agreements which vest 50% of the shares on each of March 31, 2016 and March 31, 2017; provided that Mr. Malka may extend the vesting dates as to all or a portion of the shares, one or more times, in six-month increments, at his discretion.
- F2The reported Common Stock is held directly by The H Company IP, LLC ("H Company"), a wholly owned subsidiary of House of Halston, LLC ("Halston"). On December 22, 2014, the Issuer issued 1,000,000 shares of Common Stock to H Company as partial consideration for the closing of the acquisition of certain assets from H Company, which shares were valued at $8.00 per share pursuant to the terms of the Asset Purchase Agreement. Mr. Malka is the chief executive officer of Halston and a member of its three person Board of Managers, which is comprised of Mr. Malka and two members designated by Halston's controlling stockholder. To the extent Mr. Malka may deemed to have an indirect pecuniary interest in the reported shares of Common Stock as a result of his investment in Halston, Mr. Malka disclaims beneficial ownership except to the extent of his pecuniary interest therein.