Sec Form 4 Filing - MESDAG WILLEM @ DESTINATION XL GROUP, INC. - 2021-01-14

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 MESDAG WILLEM 2. Issuer Name and Ticker or Trading Symbol DESTINATION XL GROUP, INC. [ DXLG] 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) C/O RED MOUNTAIN CAPITAL MANAGEMENT, INC, 1999 AVENUE OF THE STARS, STE 1100 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2021 (Street) LOS ANGELES, CA90067 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, $0.01 par value 01/14/2021 P 173,212 A $ 0.3745 ( 1 ) 8,599,789 ( 2 ) I See Footnote Common Stock, $0.01 par value 01/15/2021 P 126,788 A $ 0.374 ( 3 ) 8,726,577 ( 4 ) I See Footnote

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MESDAG WILLEM C/O RED MOUNTAIN CAPITAL MANAGEMENT, INC 1999 AVENUE OF THE STARS, STE 1100 LOS ANGELES, CA90067 X X RED MOUNTAIN CAPITAL PARTNERS LLC 1999 AVENUE OF THE STARS, STE 1100 SUITE 1100, PMB#314 LOS ANGELES, CA90067 X RED MOUNTAIN CAPITAL MANAGEMENT INC 1999 AVENUE OF THE STARS SUITE 1100, PMB#314 LOS ANGELES, CA90067 X RMCP GP LLC 1999 AVENUE OF THE STARS, STE 1100 SUITE 1100, PMB#314 LOS ANGELES, CA90067 X RED MOUNTAIN PARTNERS, L.P. 1999 AVENUE OF THE STARS, STE 1100 SUITE 1100, PMB#314 LOS ANGELES, CA90067 X Signatures Willem Mesdag (on behalf of himself and the Other Reporting Persons) 01/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.37 to $0.38, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market on January 14, 2021. 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 1,077,435 shares are held directly by RMCP LLC. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.3625 to $0.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 4 )These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market on January 15, 2021. 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 1,204,223 shares are held directly by RMCP LLC.

Remarks: 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) Mr. 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.

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).

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