0001104659-16-094766.txt : 20160208 0001104659-16-094766.hdr.sgml : 20160208 20160208213736 ACCESSION NUMBER: 0001104659-16-094766 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160128 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Differential Brands Group Inc. CENTRAL INDEX KEY: 0000844143 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 112928178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1231 S. GERHART AVE. CITY: COMMERCE STATE: CA ZIP: 90022 BUSINESS PHONE: 323-890-1800 MAIL ADDRESS: STREET 1: 1231 S. GERHART AVE. CITY: COMMERCE STATE: CA ZIP: 90022 FORMER COMPANY: FORMER CONFORMED NAME: JOE'S JEANS INC. DATE OF NAME CHANGE: 20071015 FORMER COMPANY: FORMER CONFORMED NAME: INNOVO GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ELORAC CORP DATE OF NAME CHANGE: 19901009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tengram Capital Partners Fund II, L.P. CENTRAL INDEX KEY: 0001647123 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 161397113 BUSINESS ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034546999 MAIL ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 3 1 a3.xml 3 X0206 3 2016-01-28 0 0000844143 Differential Brands Group Inc. DFBG 0001647123 Tengram Capital Partners Fund II, L.P. 15 RIVERSIDE AVENUE WESTPORT CT 06880 0 0 1 0 Series A Convertible Preferred Stock Common Stock 4480287 I See Footnote 50,000 shares of Series A Convertible Preferred Stock held by TCP Denim, LLC is convertible, at the option of the holder thereof, at any time and without the payment of additional consideration by such holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $1,000 per share of the Series A Convertible Preferred Stock, plus the amount of accumulated and accrued and unpaid dividends thereon as of the conversion date, by the conversion price in effect at the time of conversion. The conversion price, which is adjustable, is initially $11.16 and, as set forth in the certificate of designation, will be subject to certain adjustments that are typical for convertible preferred stock of this type and such adjustments may increase the number of shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock. TCP Denim, LLC is managed by its sole member Tengram Capital Partners Fund II, L.P. ("Tengram Fund II"). Tengram Capital Associates II, LLC ("TCA II") is the general partner of Tengram Fund II. Each of Tengram Fund II, TCA II, Mr. Sweedler and Mr. Eby may be deemed a beneficial owner of securities held by TCP Denim, LLC, but disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein. As discussed in footnote (2) above, each of Tengram Capital Associates II, LLC and TCP Denim, LLC are also 10% beneficial owners. Each of Tengram Capital Associates II, LLC and TCP Denim, LLC will join this Form 3 as an additional reporting person upon receipt of necessary SEC identification codes. /s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P. 2016-02-08