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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 19, 2015

 

XCEL BRANDS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-31553 76-0307819
(Commission File Number) (IRS Employer Identification No.)

 

475 10th Avenue, 4th Floor, New York, NY 10018
(Address of Principal Executive Offices) (Zip Code)

 

(347) 727-2474

(Registrant’s Telephone Number, Including Area Code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 3.02Unregistered Sales of Equity Securities.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 19, 2015, pursuant to a resolution of the Compensation Committee of Xcel Brands, Inc. (the “Company”), the Company granted to the following executive officers (the “Executive Grantees”) of the Company the number of shares of restricted Common Stock of the Company (the “Restricted Stock”) set forth opposite each person’s name:

 

Name Number of Shares of Restricted Stock
Robert W. D’Loren 245,000
James F. Haran 52,500
Seth Burroughs 35,000
Giuseppe Falco 50,000

 

The Restricted Stock and Option vest as to 50% of the shares on each of April 30, 2016 and April 30, 2017, provided, however, that the Executive Grantee may extend each vesting date one or more times, as to all or a portion of the shares, by six-month increments in his sole discretion.

 

The grants by the Company of Restricted Stock were made pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”) and as such, no consideration was paid therefor by either the Executive Grantees. Each grant of Restricted Stock was made pursuant to a Restricted Stock Award Agreement, in each case, entered into by and between the Company and the respective Executive Grantee.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

       
  XCEL BRANDS, INC.  
       
       
  By: /s/ James F. Haran  
    Name: James F. Haran  
    Title: Chief Financial Officer  
       
       
Date: May 20, 2015