Sec Form 4 Filing - Eby Matthew @ Differential Brands Group Inc. - 2017-05-08

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) 05/08/2017 (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 05/08/2017 J( 1 ) 90,585 D $ 0 1,521,936 I See footnote ( 1 ) Common Stock, par value $0.10 per share 05/08/2017 J( 2 ) 3,622 D $ 0 1,517,774 ( 3 ) I See footnote ( 2 ) Common Stock, par value $0.10 per share 05/08/2017 J( 1 ) 9,058 A $ 0 9,058 ( 1 ) D ( 1 )

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 Eby Matthew C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT06880 X X Signatures /s/ Matthew Eby 05/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 8, 2017, TCP Co-Invest LLC disposed of 90,585 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 its members. TCP Co-Invest LLC disposed of 9,059 shares of Common Stock to William Sweedler and 9,058 shares of Common Stock to the Reporting Person, with the remaining 72,468 shares of Common Stock distributed to another member. As the co-managing member of Tengram Capital Associates, LLC ("TCA"), which is the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned, prior to their disposition, all 90,585 shares that TCP Co-Invest LLC received in the distribution and then redistributed. The Reporting Person currently holds directly 9,058 of such shares. ( 2 )On May 8, 2017, LLC, TCP Co-Invest LLC disposed of 3,622 shares of Common Stock of the Issuer, which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to its members. As the co-managing member of Tengram Capital Associates, LLC ("TCA"), which is the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned, prior to their disposition, the 3,622 shares that TCP Co-Invest LLC received in the distribution and then redistributed. ( 3 )Consists of 112,559 shares held directly by TCA, of which the Reporting Person is the co-managing member, as well as 1,363,306 shares held directly by Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I") and 41,909 shares held directly by RG II Blocker, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I, the Reporting Person indirectly beneficially owns such 1,363,306 shares. As the co-managing member of TCA, which is manager of RG II Blocker, LLC, the Reporting Person indirectly beneficially owns such 41,909 shares, and also previously indirectly beneficially owned them when they were held directly by RG II Intermediary, LLC, which is managed by TCA. 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).

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