SEC Form 4 · accession 0001144204-18-019149
XCel Brands, Inc. · XELB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ben Malka
Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 12:34 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 2, 2018 | A | 8,000 | $0.00 | A | 59,000 | D | |
| Common StockF2 | holding | — | — | — | 1,000,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3 | $3.20 | Apr 2, 2018 | A | 25,000 | A | — | Apr 2, 2023 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Represents shares of restricted stock awarded pursuant to restricted stock award agreements which vest 50% of the shares on each of April 2, 2019 and 2020; provided that the reporting person 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"). 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.
- F3The option vests as to 50% of the shares on each of April 2, 2019 and 2020.