Sec Form 4 Filing - KANTER HARVEY S @ DESTINATION XL GROUP, INC. - 2019-02-19

Insider filing report for Changes in Beneficial Ownership
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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
KANTER HARVEY S
2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [ DXLG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Advisor to the Acting CEO
(Last) (First) (Middle)
8000 BENT BRANCH DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2019
(Street)
IRVING, TX75063
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
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
Restricted Stock Units $ 2.5 02/19/2019 A 240,000 ( 1 ) 04/01/2020( 2 ) 02/19/2029 Common Stock 240,000 $ 0 240,000 D
Performance Shares $ 2.5 02/19/2019 A 720,000 ( 3 ) ( 4 ) ( 4 ) Common Stock 720,000 $ 0 720,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KANTER HARVEY S
8000 BENT BRANCH DRIVE
IRVING, TX75063
Advisor to the Acting CEO
Signatures
Robert S. Molloy, Attorney-in-Fact for Harvey S. Kanter 02/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSUs"), as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock.
( 2 )Represents a grant of RSUs which vests in four equal installments on April 1, 2020, April 1, 2021, April 1, 2022 and April 1, 2023.
( 3 )Each Performance Share ("P Share"), as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock.
( 4 )The P Shares shall vest, if at all, in tranches when the trailing 90-day volume-weighted average closing price of a share of the Issuer's common stock reaches specified targets during the four-year performance period ending on March 31, 2023.

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