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Sec Form 4 Filing - Eby Matthew @ Differential Brands Group Inc. - 2018-01-18

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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)
01/18/2018
(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
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
3.75% Convertible Promissory Note ( 1 ) 01/18/2018 C( 1 ) 01/18/2018 01/18/2018 Series A-1 Convertible Preferred Stock 4,587,964 ( 2 ) ( 1 ) 0 I See footnote ( 4 )
Series A-1 Convertible Preferred Stock ( 1 ) 01/18/2018 C( 1 ) 4,587,964 ( 2 ) 01/18/2018 ( 3 ) Common Stock 4,587,964 ( 3 ) $ 0 4,587,964 I See footnote ( 4 )
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 01/19/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 18, 2018, the outstanding principal balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into shares of Series A-1 Preferred Stock of the Issuer, par value $0.10 per share (the "Series A-1 Preferred Stock"), at a conversion price equal to $3.00 per share.
( 2 )As of January 18, 2018, the SWIMS Convertible Note had $13,000,000 in outstanding principal balance and had accrued $763,892.52 in unpaid interest, for a total of $13,763,892.52. At a conversion price of $3.00 per share, this was converted into 4,587,964 shares of Series A-1 Preferred Stock in accordance with the SWIMS Convertible Note.
( 3 )The Series A-1 Preferred Stock has no expiration date or maturity. Each share of Series A-1 Preferred Stock is currently convertible one-for-one into shares of common stock. Series A-1 Preferred Stock is entitled to dividends at a rate of 10% per annum, payable quarterly in arrears, and any accrued dividends may be converted into additional shares of common stock.
( 4 )The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Capital Fund II, L.P., the holder of the SWIMS Convertible Note. As such, the Reporting Person may be deemed to beneficially own the SWIMS Convertible Note held directly by Tengram Capital Fund II, L.P. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.