SEC Form 4 · accession 0001062993-15-004178

NAKED BRAND GROUP INC. · NAKD

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

Reporting owner

Andrew J Kaplan

Director

Period of report

Aug 3, 2015

Accepted (ET)

Aug 5, 2015 · 10:50 am 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	Aug 3, 2015	X	748,535	$0.10	A	1,288,359	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	748,535	D	—	Jun 10, 2019	Common Stock	748,535	0	D
Warrant (right to buy)^F2	$0.10	Aug 3, 2015	A	748,535	D	—	Aug 3, 2015	Common Stock	748,535	748,535	D
Warrant (right to buy)^F2	$0.10	Aug 3, 2015	X	748,535	D	—	Aug 3, 2015	Common Stock	748,535	0	D

Explanation of responses

F1On June 10, 2014, the reporting person acquired from the issuer a warrant to purchase 748,535 shares of the issuer's common stock (the "Warrants"). The original exercise price of each Warrant was $0.15 per share. On August 3, 2015 (the "Effective Date"), pursuant to a tender offer, the issuer and the reporting 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 having a $0.10 per share exercise price; and (iii) the exercise of such warrants for 748,535 shares at a $0.10 per share exercise price.
F2The debentures are convertible at any time and the warrants are exercisable at any time.