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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Yogel Benjamin C. (Last) (First) (Middle) C/O HAMPSHIRE GROUP, LIMITED 114 WEST 41ST STREET (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HAMPSHIRE GROUP LTD [ HAMP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/30/2012
	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	03/30/2012		J(1)		753,838	A	(1)	1,720,847(1)	I	By BGY II, LLC(1)
Common Stock								35,700(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)
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 (right to buy)	$2.05	03/30/2012		A		13,500		(3)	(4)	Common Stock	13,500	$0	13,500	D

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. The reporting person disclaims beneficial ownership of these 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.

3. Twenty-five percent (25%) of the stock options will vest and become exercisable on December 31st of each of 2012, 2013, 2014, and 2015.

4. The stock options expire on March 30, 2022.

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, among the Issuer, RG Merger Sub, S.A., a Honduran sociedad anonima and a wholly owned subsidiary of the Issuer, Rio, the equityholders of Rio (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, at the closing of the transaction, on August 25, 2011, the Issuer issued an aggregate of 967,009 shares of common stock to BGY II (valued at a 90-day volume-weighted average price per share of $3.6480). In addition, pursuant to the terms of the Merger Agreement, since Rio's 2011 adjusted EBITDA for the year ended December 31, 2011 multiplied by three (3) equaled or exceeded $23,000,000, an additional 753,838 shares of common stock were issued to BGY II, on behalf of the Equityholders, on March 30, 2012. In accordance with the Merger Agreement, an additional 1,027,960 shares of common stock continue to be held back by the issuer, which may be used to satisfy claims arising as a result of the Equityholders' breach of their representations and warranties or covenants in 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 distributed among the Equityholders pursuant to the terms of such Distribution of Proceeds Agreement.

	/s/ Maura M. Langley (Attorney-in-Fact for Benjamin C. Yogel)	04/02/2012
	** Signature of Reporting Person	Date
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