SEC Form 4 · accession 0001062993-15-003748

NAKED BRAND GROUP INC. · NAKD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carole S Hochman

Officer — CEO and Chief Creative Officer · Director

Period of report

Jul 3, 2015

Accepted (ET)

Jul 7, 2015 · 8:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001383097

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jul 3, 2015	X	4,704,676	$0.10	A	5,269,236	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrant (right to buy)^F2	$0.15	Jun 10, 2014	D	4,704,676	D	—	Jun 10, 2019	Common Stock	4,704,676	0	D
Warrant (right to buy)^F2	$0.10	Jul 3, 2015	A	4,704,676	D	—	Jul 3, 2015	Common Stock	4,704,676	4,704,676	D
Warrant (right to buy)^F2	$0.10	Jul 3, 2015	X	4,704,676	D	—	Jul 3, 2015	Common Stock	4,704,676	0	D

Explanation of responses

F1On June 10, 2014, the reporting person acquired from the issuer a warrant to purchase 4,704,676 shares of the issuer's common stock (the "Warrant"). The original exercise price of the Warrant was $0.15 per share. On July 3, 2015 (the "Effective Date"), pursuant to a privately negotiated transaction, the issuer and the reporting person agreed to reduce the exercise price of the Warrant to $0.10 per share and exercised the Warrant as to all of the shares exercisable thereunder at such reduced exercise price. Accordingly, the reduction in exercise price and subsequent exercise of the Warrant on the Effective Date are reported herein as (i) a disposition of the Warrant for 4,704,676 shares; (ii) the acquisition of a warrant for 4,704,676 shares, having an exercise price of $0.10 per share; and (iii) the exercise of such warrant for 4,704,676 shares at an exercise price of $0.10 per share.
F2These warrants are exercisable at any time.