Sec Form 4 Filing - KANTER HARVEY S @ DESTINATION XL GROUP, INC. - 2022-10-17

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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O DESTINATION XL GROUP, INC., 555 TURNPIKE STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2022 (Street) CANTON, MA02021 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, $0.01 par value 10/17/2022 M 150,000 A $ 0.64 518,070 D Common Stock, $0.01 par value 10/17/2022 M 221,020 A $ 0.53 739,090 D Common Stock, $0.01 par value 10/17/2022 M 83,990 A $ 0.69 823,080 D Common Stock, $0.01 par value 10/17/2022 M 35,422 A $ 0.75 858,502 D Common Stock, $0.01 par value 10/17/2022 F 225,226( 1 ) D $ 5.6 633,276 D

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 Employee Stock Option (Right to Buy) $ 0.64 10/17/2022 M 150,000 06/10/2021( 2 ) 06/10/2030 Common Stock 150,000 $ 0 150,000 D Employee Stock Option (Right to Buy) $ 0.53 10/17/2022 M 221,020 06/11/2021( 3 ) 06/11/2030 Common Stock 221,020 $ 0 442,040 D Employee Stock Option (Right to Buy) $ 0.69 10/17/2022 M 83,990 04/01/2022( 4 ) 03/08/2031 Common Stock 83,990 $ 0 251,970 D Employee Stock Option (Right to Buy) $ 0.75 10/17/2022 M 35,422 03/09/2022( 5 ) 03/09/2031 Common Stock 35,422 $ 0 70,843 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KANTER HARVEY S C/O DESTINATION XL GROUP, INC. 555 TURNPIKE STREET CANTON, MA02021 X President and CEO Signatures Harvey S. Kanter 10/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld from shares otherwise issuable upon exercise of the options to cover the exercise price and withholding taxes, based on the closing price of the Issuer's common stock of $5.60 on the date immediately preceding the transaction date. ( 2 )The non-qualified stock options ("Stock Options") vests in three equal installments. 150,000 Stock Options became exercisable on June 10, 2021 and 150,000 Stock Options became exercisable on April 1, 2022. 150,000 Stock Options will become exercisable on April 1, 2023. ( 3 )The Stock Options represent the time-based portion of the 2020-2022 Long-Term Incentive Plan award to the Reporting Person. The Stock Options are exercisable in four equal installments on June 11, 2021, April 1, 2022, April 1, 2023 and April 1, 2024. ( 4 )The Stock Options represent the time-based portion of the 2021-2023 Long-Term Incentive Plan award to the Reporting Person. The Stock Options are exercisable in four equal installments on April 1, 2022, April 1, 2023, April 1, 2024 and April 1, 2025. ( 5 )The Stock Options represent a discretionary award to the Reporting Person pursuant to the Company's 2016 Incentive Compensation Plan. The Stock Options are exercisable in three equal installments on March 9, 2022, March 9, 2023 and March 9, 2024.

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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