SEC FORM 4 SEC Form 4
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*
Tengram Capital Associates, LLC

(Last) (First) (Middle)
15 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2017
4. 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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.10 per share 01/23/2017 J(1) 23,242 D $0 1,632,521 I See footnote(1)
Common Stock, par value $0.10 per share 01/23/2017 J(2) 20,540 D $0 1,499,422(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 (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
Explanation of Responses:
1. On January 23, 2017, TCP RG, LLC disposed of all 1,245,418 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 certain of its members. TCP RG, LLC disposed of 1,019,032 shares of Common Stock to Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I"), 112,559 shares of Common Stock to the Reporting Person and 90,585 shares of Common Stock to TCP Co-Invest LLC, with the remaining 23,242 shares of Common Stock distributed among other members of TCP RG, LLC. As the general partner of Tengram Fund I, the Reporting Person may be deemed to beneficially own the 1,019,032 shares distributed to Tengram Fund I. Additionally, as the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 90,585 shares distributed to TCP Co-Invest LLC.
2. On January 23, 2017, TCP RG II, LLC disposed of all 410,345 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to certain of its members. TCP RG II, LLC disposed of 344,274 shares of Common Stock to Tengram Fund I, 3,622 shares of Common Stock to TCP Co-Invest LLC and 41,909 shares of Common Stock to RG II Intermediary, LLC, with the remaining 20,540 shares of Common Stock distributed among other members of TCP RG II, LLC. As the general partner of Tengram Fund I, the Reporting Person may be deemed to beneficially own the 344,274 shares distributed to Tengram Fund I. As the manager of each of RG II Intermediary, LLC and TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 41,909 shares and 3,622 shares distributed to RG II Blocker, LLC and TCP Co-Invest LLC, respectively.
3. Consists of 1,363,306 shares held directly by Tengram Fund I, of which the Reporting Person is the general partner, 41,909 shares held directly by RG II Intermediary, LLC, of which the Reporting Person is the manager, and 94,207 shares held directly by TCP Co-Invest LLC, of which the Reporting Person is 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 before TCP RG, LLC disposed of them to the Reporting Person, as described in footnote 1 above. The shares are now held directly by the Reporting Person.
/s/ William Sweedler, as co-managing member of Tengram Capital Associates, LLC 01/24/2017
** 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).
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