Sec Form 4 Filing - TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. @ XCel Brands, Inc. - 2014-06-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. 2. Issuer Name and Ticker or Trading Symbol XCel Brands, Inc. [ XELB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 590 MADISON AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.001 par value 06/19/2014 S 1,809,525 D $ 4.5 0 I See Footnote ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Stock Warrants $ 5 06/19/2014 S 250,000 06/04/2013 06/04/2018 Common Stock 250,000 ( 2 ) 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. 590 MADISON AVENUE 26TH FLOOR NEW YORK, NY10022 X TRAFELET & CO ADVISORS LLC 590 MADISON AVENUE 26TH FLOOR NEW YORK, NY10022 X TRAFELET REMY W C/O TRAFELET CAPITAL MANAGEMENT, L.P. 590 MADISON AVE, 26TH FLOOR NEW YORK, NY10022 X TRAFELET & COMPANY, LLC 590 MADISON AVENUE 26TH FLOOR NEW YORK, NY10022 X Delta Institutional, LP C/O TRAFELET & COMPANY ADVISORS LLC 590 MADISON AVENUE, 26TH FLOOR NEW YORK, NY10022 X Signatures /s/ TRAFELET BROKAW CAPITAL MANAGEMENT, L.P., by Trafelet & Company, LLC, the General Partner, by Remy Trafelet, Managing Member 07/21/2014 Signature of Reporting Person Date /s/ TRAFELET & COMPANY, LLC, by Remy Trafelet, Managing Member 07/21/2014 Signature of Reporting Person Date /s/ TRAFELET & COMPANY ADVISORS, LLC, by Remy Trafelet, Managing Member 07/21/2014 Signature of Reporting Person Date /s/ DELTA INSTITUTIONAL, LP, by Trafelet & Company Advisors, LLC, the General Partner, by Remy Trafelet, Managing Member 07/21/2014 Signature of Reporting Person Date /s/ REMY TRAFELET 07/21/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed on behalf of: (i) Delta Institutional, LP (the "Fund"); (ii) Trafelet & Company Advisors, LLC ("TCA"); (iii) Trafelet Brokaw Capital Management, L.P. ("TBCM"); (iv) Trafelet & Company, LLC ("TC"); and (v) Remy W. Trafelet ("Mr. Trafelet"), the managing member of TC and TCA. The persons and entities referred to in items (i)-(v) hereof may be collectively referred to herein as the "Reporting Persons". TBCM serves as investment manager to the Fund and two other private investment vehicles and, in such capacity, exercises voting and investment control over securities held for the accounts of the Fund and such other private investment vehicles. TCA serves as the general partner to the Fund and such other private investment vehicles. TC serves as the general partner of TCM. Mr. Trafelet may be deemed to have had indirect beneficial ownership of the shares reported herein based on his relationship with TCM and TCA. ( 2 )The warrants were transferred for no additional consideration in connection with the sale of shares of Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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