Sec Form 4 Filing - Tengram Capital Associates, LLC @ 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 Tengram Capital Associates, LLC 2. Issuer Name and Ticker or Trading Symbol Differential Brands Group Inc. [ DFBG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 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 1,408,837 I See footnote 1 Common Stock, par value $0.10 per share 05/08/2017 J( 2 ) 3,622 D $ 0 1,405,215 ( 3 ) I See footnote 2 Common Stock, par value $0.10 per share 112,559 ( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tengram Capital Associates, LLC 15 RIVERSIDE AVENUE WESTPORT, CT06880 X Signatures /s/ Matthew Eby, as co-managing member of Tengram Capital Associates, LLC 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 Matthew Eby, with the remaining 72,468 shares of Common Stock distributed to another member. As the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned the 90,585 shares of Common Stock held directly by TCP Co-Invest LLC prior to their distribution. ( 2 )On May 8, 2017, 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 manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned the 3,622 shares of Common Stock held directly by TCP Co-Invest LLC prior to their distribution. ( 3 )Consists of (i) 1,363,306 shares held directly by Tengram Fund I, of which the Reporting Person is the general partner and (ii) 41,909 shares held directly by RG II Blocker, LLC, of which the Reporting Person is the manager, and which were previously held directly by RG II Intermediary, LLC, of which the Reporting Person is also the manager. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. ( 4 )Consists of 112,559 shares which the Reporting Person previously beneficially owned indirectly through TCP RG, LLC.

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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