Sec Form 4 Filing - Jones Stacey @ DESTINATION XL GROUP, INC. - 2023-01-11

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 Jones Stacey 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) Chief Human Resources Officer (Last) (First) (Middle) C/O DESTINATION XL GROUP, INC., 555 TURNPIKE STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2023 (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 01/11/2023 M 16,304 A $ 5.04 104,837 D Common Stock, $0.01 par value 01/11/2023 M 20,447 A $ 0.53 125,284 D Common Stock, $0.01 par value 01/11/2023 S 36,751 D $ 7.0217( 1 ) 88,533 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 Non-Qualified Stock Option (Right to Buy) ( 1 ) 01/11/2023 M 16,304( 2 ) 01/31/2015 05/28/2023 Common Stock 16,304 $ 0 0 D Non-Qualified Stock Option (Right to Buy) ( 1 ) 01/11/2023 M 20,447( 3 ) 06/11/2021 06/11/2030 Common Stock 20,447 $ 0 61,341 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Stacey C/O DESTINATION XL GROUP, INC. 555 TURNPIKE STREET CANTON, MA02021 Chief Human Resources Officer Signatures Stacey Jones 01/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.075, 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 sold at each separate price within the ranges set forth in footnote (1) to this Form 4. ( 2 )Represents a grant of non-qualified stock options ("Stock Options") to the Reporting Person on May 28, 2013 under the 2013-2016 Long-Term Incentive Plan. The shares subject to time-based vesting became fully vested January 28, 2017. ( 3 )Represents a grant of Stock Options to the Reporting Person on June 11, 2020 under the 2020-2022 Long-Term Incentive Plan. 20,447 Stock Options became exercisable on each of June 11, 2021 and April 1, 2022, and 20,447 Stock Options will become exercisable on each of April 1, 2023 and April 1, 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).

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