SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Cohen Jeffrey (Last) (First) (Middle) C/O XCEL BRANDS, INC. 475 10TH AVENUE, 4TH FLOOR (Street) NEW YORK NY 10018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2011	3. Issuer Name and Ticker or Trading Symbol XCel Brands, Inc. [ NFBH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	550,110	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(2)	10/17/2016	Common Stock	50,000	5	D
Warrants	09/29/2011	09/29/2016	Common Stock	50,000	0.01	I	See Footnote(3)

Explanation of Responses:

1. Represents (i) 400,110 shares held by 3 Sixty, Inc., as to which Mr. Cohen has sole voting and dispositive power, and (ii) 150,000 shares held by held by Earthbound LLC, as to which Mr. Cohen has shared voting and dispositive power.

2. Exercisable as to 16,667 shares on October 17, 2011, 16,667 shares on October 17, 2012 and 16,666 shares on October 17, 2013.

3. Represents warrants held by Earthbound LLC, as to which Mr. Cohen has shared voting and dispositive power.

	/s/ Jeffrey Cohen	10/25/2011
	** Signature of Reporting Person	Date
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 5 (b)(v).
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