SEC Form 4 · accession 0001062993-15-003749

NAKED BRAND GROUP INC. · NAKD

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

Reporting owner

David P Hochman

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	333,334	$0.10	A	516,974	D
Common Stock^F2	Jul 3, 2015	X	571,994	$0.10	A	571,994	I	CDS Holdings LLC

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)^F3	$0.15	Jun 10, 2014	D	333	D	—	Jun 10, 2019	Common Stock	333,334	0	D
Warrant (right to buy)^F3	$0.10	Jul 3, 2015	A	333	D	—	Jul 3, 2015	Common Stock	333,334	333,334	D
Warrant (right to buy^F3	$0.10	Jul 3, 2015	X	333	D	—	Jul 3, 2015	Common Stock	333,334	0	D
Warrant (right to buy^F2,F3	$0.15	Jun 10, 2014	D	571,994	D	—	Jun 10, 2019	Common Stock	571,994	0	I
Warrant (right to buy^F2,F3	$0.10	Jul 3, 2015	A	571,994	D	—	Jul 3, 2015	Common Stock	571,994	571,994	I
Warrant (right to buy^F2,F3	$0.10	Jul 3, 2015	X	571,994	D	—	Jul 3, 2015	Common Stock	571,994	0	I

Explanation of responses

F1On June 10, 2014, the reporting person acquired from the issuer a warrant to purchase 333,334 shares of the issuer's common stock and CDS Holdings LLC ("CDS") acquired from the issuer a warrant to purchase 571,994 shares of the issuer's common stock (the "Warrants"). The original exercise price of each Warrant was $0.15 per share. On July 3, 2015 (the "Effective Date"), pursuant to privately negotiated transactions, the issuer and the reporting person (acting on his own behalf and on behalf of CDS) agreed to reduce the exercise price of the Warrants to $0.10 per share and exercised each Warrant as to all of the shares exercisable thereunder at such reduced exercise price. These transactions on the Effective Date are reported herein as (i) a disposition of each Warrant; (ii) the acquisition of warrants for 333,334 and 571,994 shares, each having a $0.10 per share exercise price; and (iii) the exercise of such warrants for 333,334 and 571,994 shares at a $0.10 per share exercise price.
F2The reporting person is the member manager of CSD Holdings LLC.
F3These warrants are exercisable at any time.