SEC Form 3 · accession 0001209191-15-000274
XCel Brands, Inc. · XELB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 22, 2014
Accepted (ET)
Jan 2, 2015 · 4:58 pm EST
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,F2 | holding | — | — | — | 1,000,000 | I | See footnote | |
| Common Stock | holding | — | — | — | 666,667 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant | $12.00 | holding | — | — | — | Dec 22, 2014 | Dec 22, 2019 | Common Stock | 750,000 | — | D |
Explanation of responses
- F1The reported shares of Common Stock are held directly by The H Company IP, LLC ("H Company"). House of Halston, LLC ("Halston") is the parent company of H Company and may be deemed to share beneficial ownership of the reported shares by virtue of its ability to direct the business and investment decisions of H Company. The H Investment Company, LLC ("H Investment") isthe controlling member of Halston and has the ability to direct the disposition of the reported shares; therefore, H Investment may be deemed to beneficially own the reported shares. Hilco Brands, LLC ("Hilco Brands"), in its capacity as a member of the Board of Managers of H Investment, has the ability to direct the management of H Investment's business, including the power to direct the disposition of the reported shares; therefore, Hilco Brands may be deemed to have indirect beneficial ownership of the reported shares. (Continued in Footnote 2)
- F2Hilco Trading, LLC ("Hilco Trading") as the parent company of Hilco Brands may direct the disposition of the reported shares; therefore, Hilco Trading may be deemed to have indirect beneficial ownership of the reported shares. Hilco Trading hereby disclaims any direct beneficial ownership of the reported shares directly held by H Company, except to the extent of its pecuniary interests therein.
Remarks
Jeffrey B. Hecktman is the majority owner of Hilco Trading and may direct the disposition of all shares beneficially owned by Hilco Trading reported herein. Mr. Hecktman hereby disclaims any direct beneficial ownership of the shares directly held by H Company or Hilco Trading, except to the extent of his pecuniary interests therein.