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
HAMPSHIRE GROUP LTD [ HAMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2013 | ||||||||||||||||||||||||||
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 | 09/05/2013 | J(1) | 959,429 | A | (1) | 2,740,534 | I | By BGY II, LLC(1) | ||
Common Stock | 108,920(2) | I | By YIH IV, LLC(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 |
Explanation of Responses: |
1. See Remarks |
2. YIH IV, LLC ("YIH IV") is a Delaware limited liability company. Mr Yogel owns an interest in YIH IV through Metropolitan Retail Capital, LLC, the managing member of YIH IV. |
Remarks: |
Received in exchange for Mr. Yogel's interest in Rio Garment S. de R.L., a limited liability company organized under the laws of Honduras ("Rio"), under the terms of the Agreement and Plan of Merger, dated as of June 13, 2011, as amended, among Hampshire Group, Limited (the "the Issuer"), RG Merger Sub, S.A., a Honduran sociedad anonima and a wholly owned subsidiary of the Issuer, Rio, the equityholders of Rio (including YIH III, LLC) (the "Equityholders") and BGY II, LLC, a Delaware limited liability company ("BGY II") as equityholders' representative (as amended, the "Merger Agreement"). Pursuant to the Merger Agreement, the Issuer issued a total of 959,429 shares of common stock to BGY II, on behalf of the Equityholders, on September 5, 2013. These shares were previously held back in connection with potential tax indemnification claims and other potential claims based upon Equityholders' breach of their representations and warranties or covenants in the Merger Agreement. No additional shares are issuable under the Merger Agreement. Mr. Yogel owns an interest in BGY II through YIH III, LLC. The Equityholders have executed an Equityholders' Representative and Distribution of Proceeds Agreement (the "Distribution of Proceeds Agreement"), pursuant to which the cash paid, and the common stock issued, to BGY II by the Issuer pursuant to the Merger Agreement is to be distributed among the Equityholders pursuant to the terms of such Distribution of Proceeds Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
/s/ Benjamin C. Yogel | 09/09/2013 | |
** 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. |