Sec Form 4 Filing - Eby Matthew @ Differential Brands Group Inc. - 2016-07-18

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 Eby Matthew 2. Issuer Name and Ticker or Trading Symbol Differential Brands Group Inc. [ DFBG] 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 TENGRAM CAPITAL ASSOCIATES, LLC, 15 RIVERSIDE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2016 (Street) WESTPORT, CT06880 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, par value $0.10 per share 01/23/2017 J( 1 ) 23,242 D $ 0 1,632,521 I See footnote ( 1 ) Common Stock, par value $0.10 per share 01/23/2017 J( 1 ) 20,540 D $ 0 1,611,981 ( 3 ) I See footnote ( 2 )

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 Common Stock Purchase Warrant $ 3 ( 4 ) 07/18/2016 P( 4 ) 500,000 ( 4 ) ( 6 ) ( 7 ) 07/18/2016 07/18/2021 Common Stock, par value $0.10 per share 500,000 ( 4 ) ( 6 ) ( 7 ) ( 4 ) 500,000 I See footnote ( 11 ) 3.75% Convertible Promissory Note $ 3 ( 5 ) 07/18/2016 P( 5 ) 07/18/2016( 5 ) 01/18/2017( 8 ) Class A-1 Convertible Preferred Stock 4,500,000 ( 5 ) ( 6 ) ( 7 ) ( 5 ) $ 13,000,000 I See footnote ( 11 ) 3.75% Convertible Promissory Note $ 3 ( 5 ) 01/18/2017 J( 9 ) 07/18/2016( 5 ) 01/18/2017( 8 ) Class A-1 Convertible Preferred Stock 4,500,000 ( 5 ) ( 6 ) ( 7 ) ( 5 ) $ 13,000,000 ( 10 ) I See footnote ( 11 ) 3.75% Convertible Promissory Note $ 3 ( 5 ) 01/18/2017 J( 9 ) 01/18/2017( 8 ) 07/18/2017( 9 ) Class A-1 Convertible Preferred Stock 4,500,000 ( 5 ) ( 6 ) ( 7 ) ( 5 ) $ 13,000,000 ( 10 ) I See footnote ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eby Matthew C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT06880 X X Signatures /s/ Matthew Eby 01/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 23, 2017, TCP RG, LLC disposed of all 1,245,418 shares of common stock, par value of $0.10 (the "Common Stock"), of Differential Brands Group Inc. (the "Issuer"), which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to certain of its members. TCP RG, LLC disposed of 1,019,032 shares of Common Stock to Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I"), 112,559 shares of Common Stock to Tengram Capital Associates, LLC ("TCA ") and 90,585 shares of Common Stock to TCP Co-Invest LLC, with the remaining 23,242 shares of Common Stock distributed among other members of TCP RG, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I and the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 1,019,032 shares distributed to Tengram Fund I, the 112,559 shares of Common Stock distributed to TCA and the 90,585 shares distributed to TCP Co-Invest LLC. ( 2 )On January 23, 2017, TCP RG II, LLC disposed of all 410,345 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to certain of its members. TCP RG II, LLC disposed of 344,274 shares of Common Stock to Tengram Fund I, 3,622 shares of Common Stock to TCP Co-Invest LLC and 41,909 shares of Common Stock to RG II Intermediary, LLC, with the remaining 20,540 shares of Common Stock distributed among other members of TCP RG II, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I and the manager of both RG II Intermediary, LLC and TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 344,274 shares distributed to Tengram Fund I, the 41,909 shares distributed to RG II Intermediary, LLC and the 3,622 shares distributed to TCP Co-Invest LLC. ( 3 )Consists of 1,363,306 shares held directly by Tengram Fund I, 112,559 shares held directly by TCA, 41,909 shares held directly by RG II Intermediary, LLC and 94,207 shares held directly by TCP Co-Invest LLC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. ( 4 )On July 18, 2016, to finance the acquisition of SWIMS AS, a Norwegian private limited company (the "SWIMS Acquisition"), the Issuer issued to Tengram Capital Partners Fund II, L.P. ("Tengram Fund II") a warrant for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (the "SWIMS Warrant""). The number of shares of Common Stock issuable upon exercise and the exercise price of the SWIMS Warrant are subject to anti-dilution adjustments. ( 5 )On July 18, 2016, to finance the SWIMS Acquisition, the Issuer issued to Tengram Fund II a convertible promissory note with principal of $13.0 million (as amended or amended and restated, the "SWIMS Convertible Note"). The SWIMS Convertible Note accrues interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1, 2016, and will convert, at Tengram Fund II's option or on the maturity date if not already repaid in cash on or before that date, into up to 4,500,000 shares of Class A-1 Preferred Stock at a conversion price of $3.00 per share, subject to anti-dilution adjustments. Additionally, the Class A-1 Preferred Stock will itself be convertible into shares of the Common Stock at an initial price of $3.00 per share. ( 6 )The SWIMS Convertible Note may not be converted (together with any other issuances considered aggregated under the applicable listing standards of The NASDAQ Stock Market, LLC ("NASDAQ")) into shares of Class A-1 Preferred Stock which are then convertible into more than 1,610,620 shares of Common Stock. These shares of Class A-1 Preferred Stock will have as-converted voting rights only to the extent such shares may convert into Common Stock, unless allowed under the applicable NASDAQ listing standards. ( 7 )Where the Issuer issues upon exercise of the SWIMS Warrant at least 1,610,620 shares of Common Stock (subject to adjustment for stock splits and combinations, and together with any other issuances considered aggregated under the applicable listing standards of NASDAQ), any shares of Common Stock above the 1,610,620 threshold will not carry voting rights and will not be issuable upon the exercise of purchase rights under the SWIMS Warrant. The Issuer will take all action necessary to seek the required stockholder approval under NASDAQ listing standards to provide for (i) full conversion into Common Stock and voting rights of all shares of Class A-1 Preferred Stock and (ii) voting rights and issuances upon the exercise of purchase rights for the additional shares of Common Stock exercisable under the SWIMS Warrant above the 1,610,620 threshold. ( 8 )The maturity date of the SWIMS Convertible Note when originally issued on July 18, 2016, until its amendment as described in footnote 9 below, was January 18, 2017. ( 9 )On January 18, 2017, the SWIMS Convertible Note was amended, for no value, to extend the maturity date from January 18, 2017 to July 18, 2017. No other terms of the SWIMS Convertible Note were changed. ( 10 )The number of derivative securities does not include interest accrued at 3.75% per annum on the note. At the time that the SWIMS Convertible Note was amended, a total of $252,576 in interest had accrued on the SWIMS Convertible Note. ( 11 )The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Fund II. As such, the Reporting Person may be deemed to beneficially own the SWIMS Warrant and the SWIMS Convertible Note held directly by Tengram Fund II. The Reporting P erson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

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