0001104659-16-095613.txt : 20160210
0001104659-16-095613.hdr.sgml : 20160210
20160210200135
ACCESSION NUMBER: 0001104659-16-095613
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160128
FILED AS OF DATE: 20160210
DATE AS OF CHANGE: 20160210
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: TCP Denim, LLC
CENTRAL INDEX KEY: 0001666318
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18926
FILM NUMBER: 161407553
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
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/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18926
FILM NUMBER: 161407554
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tengram Capital Associates II, LLC
CENTRAL INDEX KEY: 0001666571
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-18926
FILM NUMBER: 161407555
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/A
1
a3a.xml
3/A
X0206
3/A
2016-01-28
2016-02-08
0
0000844143
Differential Brands Group Inc.
DFBG
0001666571
Tengram Capital Associates II, LLC
15 RIVERSIDE AVENUE
WESTPORT
CT
06880
0
0
1
0
0001647123
Tengram Capital Partners Fund II, L.P.
15 RIVERSIDE AVENUE
WESTPORT
CT
06880
0
0
1
0
0001666318
TCP Denim, LLC
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.
This form amends and restates the Form 3 previously filed to include each of Tengram Capital Associates II, LLC and TCP Denim, LLC as an additional reporting person.
/s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC
2016-02-10
/s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P.
2016-02-10
/s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P., as sole member of TCP Denim, LLC
2016-02-10