Sec Form 4 Filing - Hochman David P @ NAKED BRAND GROUP INC. - 2015-12-23

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 Hochman David P 2. Issuer Name and Ticker or Trading Symbol NAKED BRAND GROUP INC. [ NAKD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 15 WESTON HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2015 (Street) RIVERSIDE, CT06878 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/23/2015 P 17,500 ( 1 ) A $ 4 ( 1 ) 31,783 D Common Stock 12/23/2015 C 17,198 A $ 3 48,981 D Common Stock 12/23/2015 C 29,510 A $ 3 43,810 I CSD Holdings LLC ( 5 )

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 6% Convertible Debentures due 2017 $ 3 12/23/2015 C 88,529 ( 2 ) ( 3 ) ( 3 ) Common Stock 29,510 $ 0 0 I CSD Holdings LLC ( 5 ) 6% Convertible Debentures due 2017 $ 3 12/23/2015 C 51,593 ( 4 ) ( 3 ) ( 3 ) Common Stock 17,198 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hochman David P 15 WESTON HILL ROAD RIVERSIDE, CT06878 X X Signatures /s/ David Hochman 12/28/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock (the "Common Stock") of Naked Brand Group Inc. (the "Issuer") purchased directly from an underwriter through a directed share program at the underwritten public offering price per share of $4.00. ( 2 )Represents the unconverted principal amount of $85,799 plus outstanding accrued and unpaid interest of $156 and additional interest that would have accrued for six months of $2,574. ( 3 )The amended 6% Senior Secured Convertible Debenture, automatically converted into shares of Common Stock upon the closing of the Issuer's underwritten public offering. ( 4 )Represents the unconverted principal amount of $50,000 plus outstanding accrued and unpaid interest of $93 and additional interest that would have accrued for six months of $1,500. ( 5 )David Hochman is the member manager of CSD Holdings LLC.

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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