SEC Form 4 · accession 0000813298-17-000034
DESTINATION XL GROUP, INC. · DXLG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Willem Mesdag
Director · 10% Owner
RED MOUNTAIN CAPITAL PARTNERS LLC
10% Owner
RED MOUNTAIN PARTNERS, L.P.
10% Owner
RMCP GP LLC
10% Owner
RED MOUNTAIN CAPITAL MANAGEMENT INC
10% Owner
Period of report
Mar 31, 2017
Accepted (ET)
Apr 3, 2017 · 3:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000813298
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1 | holding | — | — | — | 7,847,469 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred StockF2,F3,F4 | $2.80 | Mar 31, 2017 | A | 1,339 | A | — | — | Common Stock | 1,339 | 1,339 | D |
Explanation of responses
- F17,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 325,115 shares are held directly by Red Mountain Capital Partners LLC ("RMCP LLC"). This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Willem Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.
- F3Each share of deferred stock is the economic equivalent of one share of common stock. The shares of deferred stock become payable in common stock at the separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).
- F4There is no set expiration date. Deferred Stock termination events are set forth in the Amended and Restated Non-Employee Director Compensation Plan (as amended).