FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XCel Brands, Inc. [ XELB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/31/2016 | A | 8,000(1) | A | $0 | 43,000 | D | |||
Common Stock | 1,000,000 | I | See footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option | $5.8 | 03/31/2016 | A | 25,000 | (3) | 03/31/2021 | Common Stock | 25,000 | $0 | 25,000 | D |
Explanation of Responses: |
1. Represents shares of restricted stock awarded pursuant to restricted stock award agreements which vest 50% of the shares on each of March 31, 2017 and March 31, 2018; provided that the reporting person may extend the vesting dates as to all or a portion of the shares, one or more times, in six-month increments, at his discretion. |
2. The reported Common Stock is held directly by The H Company IP, LLC ("H Company"), a wholly owned subsidiary of House of Halston, LLC ("Halston"). On December 22, 2014, the Issuer issued 1,000,000 shares of Common Stock to H Company as partial consideration for the closing of the acquisition of certain assets from H Company, which shares were valued at $8.00 per share pursuant to the terms of the Asset Purchase Agreement. Mr. Malka is the chief executive officer of Halston and a member of its three person Board of Managers, which is comprised of Mr. Malka and two members designated by Halston's controlling stockholder. To the extent Mr. Malka may deemed to have an indirect pecuniary interest in the reported shares of Common Stock as a result of his investment in Halston, Mr. Malka disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
3. The option vests as to 50% of the shares on each of March 31, 2017 and 2018. |
/s/ Benjamin Malka | 04/01/2016 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |