UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
Amendment No. 5
XCEL BRANDS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
64111Y206
(CUSIP Number)
Robert W. D’Loren
c/o XCel Brands, Inc.
475 10th Avenue, 4th Floor
New York, NY 10018
(347) 727-2474
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D/A
| CUSIP No. 64111Y206 | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Robert W. D’Loren | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ | |
| 3 |
SEC USE ONLY
| |
| 4 |
SOURCE OF FUNDS (See Instructions) OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | £ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 5,603,453 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 2,406,026 | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,603,453 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.8% | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) IN | |
| Item 1. | Security and Issuer. |
This Amendment No. 5 further amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 11, 2011, as amended, by Robert W. D’Loren, an individual (the “Reporting Person”), with respect to the shares of common stock, par value $0.001 per share (the “Common Shares”) of XCel Brands, Inc., a Delaware corporation (the “Issuer”), having principal executive offices at 475 10th Avenue, 4th Floor, New York, NY 10018.
| Item 2. | Identity and Background. |
This Amendment No. 5 amends and substitutes in its entirety Item 2 to state as follows:
This Statement is being filed by and on behalf of the Reporting Person. The Reporting Person’s business address is c/o the Issuer, 475 10th Avenue, 4th Floor, New York, NY 10018. His present principal occupation is as the Chief Executive Officer and Chairman of the Board of Directors of the Issuer, and the principal business and address at which he carries out such occupation is that of the Issuer. He is a citizen of the United States of America.
During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is inapplicable to this Amendment No. 5.
| Item 4. | Purpose of Transaction. |
This Amendment No. 5 amends and substitutes in its entirety Item 4 to state as follows:
On April 3, 2014, pursuant to a voting agreement (the “Ripka Voting Agreement”) Judith Ripka Berk agreed to appoint the reporting person as her irrevocable proxy and attorney-in-fact with respect to the 571,429 shares of the common stock of the Issuer she received as consideration for the Issuer’s purchase of certain assets.
On May 15, 2014, the Issuer granted to the Reporting Person 350,000 unvested restricted Common Shares in connection with his employment by the Issuer.
All of the Common Shares described in this Item 4 are deemed beneficially owned by the Reporting Person due to his voting power over such shares. Depending upon market conditions and other factors that the Reporting Person may deem material to his investment decisions, the Reporting Person may make purchases of Common Shares from time to time and may dispose of any or all of the Common Shares held by him at any time. Except as set forth in this Item 4 and to the extent that his role as Chief Executive Officer and Chairman of the Board of Directors of the Issuer grants to him the ability to directly or indirectly influence the management and policies of the Issuer, the Reporting Person has no plans or proposals which relate to or could result in any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may from time to time review or reconsider his position with respect to the Issuer or formulate plans or proposals with respect to any matter referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D, but has no present intention of doing so. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change at any time his intention with respect to any or all of the Common Shares held by him as of the date of this Amendment No. 4.
| Item 5. | Interest in Securities of the Issuer. |
This Amendment No. 5 amends and substitutes in its entirety Item 5 to state as follows:
The Reporting Person owns beneficially, and has sole voting and dispositive power with respect to, (i) 526,283 Common Shares held by the Irrevocable Trust of Rose Dempsey, of which the Reporting Person is a co-trustee and over which the Reporting Person has sole voting and dispositive power, (ii) 239,250 Common Shares issuable upon the exercise of immediately exercisable warrants held by the Reporting Person, (iii) 289,315 Common Shares and (iv) 1,351,178 unvested restricted Common Shares held by the Reporting Person.
The Reporting Person also owns beneficially, and has sole voting power with respect to, (i) 2,211,799 Common Shares held in the name of Isaac Mizrahi and 254,200 Common Shares held in the name of Marisa Gardini pursuant to the Voting Agreement, (ii) 571,429 Common Shares held in the name of Judith Ripka Berk pursuant to the Ripka Voting Agreement and (iii) an aggregate of 160,000 unvested, restricted Common Shares held in the name of the holders pursuant to the Restricted Stock Agreements (defined below).
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
This Amendment No. 5 amends and substitutes in its entirety Item 6 to state as follows:
The information set forth under Item 5 of this Amendment No. 5 is incorporated by reference into this Item 6.
Pursuant to the Voting Agreement, the IM Parties and each of their respective permitted successors, assigns and direct and indirect transferees who become beneficial owners of Common Shares agreed to appoint a designee of the board of directors of the Issuer as their irrevocable proxy and attorney-in-fact with respect to the Voting Agreement Shares. The board of directors designated the Reporting Person as the proxy and attorney-in-fact for such Common Shares. An aggregate of 2,465,999 Common Shares are subject to the Voting Agreement.
Pursuant to the Ripka Voting Agreement, Judith Ripka Berk appointed the Reporting Person as her irrevocable attorney-in-fact with respect to 571,429 Common Shares.
Pursuant to certain restricted stock agreements (the “Restricted Stock Agreements”) between the Issuer and certain employees of the Issuer, the holders agreed to appoint a person designated by the board of directors of the Issuer as their irrevocable proxy and attorney-in-fact with respect to the aggregate 160,000 Common Shares. The board of directors appointed the Reporting Person as the proxy and attorney-in-fact for such Common Shares.
Other than as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the Issuer’s securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss or the giving or withholding of proxies.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of this Amendment No. 2 is amended and restated in its entirety as follows:
| Exhibit 1 | Amended and Restated Voting Agreement dated as of December 24, 2013, by and between IM Ready and the Issuer (incorporated by reference to Exhibit 9.1 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 24, 2013). | |
| Exhibit 2 | Form of Restricted Stock Agreement, dated as of April 1, 2013, by and between the Holders and the Issuer. | |
| Exhibit 3 | Voting Agreement dated as of April 3, 2014 by and among the Issuer and Judith Ripka Berk (incorporated by reference to Exhibit 10.8 of the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2014). | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 20, 2014
| ROBERT W. D’LOREN | |
| By: /s/ Robert W. D’Loren |