0001104659-18-003053.txt : 20180119 0001104659-18-003053.hdr.sgml : 20180119 20180119161141 ACCESSION NUMBER: 0001104659-18-003053 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180118 FILED AS OF DATE: 20180119 DATE AS OF CHANGE: 20180119 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 18537498 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 18537499 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 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 4 1 a4.xml 4 X0306 4 2018-01-18 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 3.75% Convertible Promissory Note 2018-01-18 4 C 0 13763892.52 D 2018-01-18 2018-01-18 Series A-1 Convertible Preferred Stock 4587964 0 I See footnote Series A-1 Convertible Preferred Stock 2018-01-18 4 C 0 4587964 0 A 2018-01-18 Common Stock 4587964 4587964 I See footnote On January 18, 2018, the outstanding principal balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into shares of Series A-1 Preferred Stock of the Issuer, par value $0.10 per share (the "Series A-1 Preferred Stock"), at a conversion price equal to $3.00 per share. As of January 18, 2018, the SWIMS Convertible Note had $13,000,000 in outstanding principal balance and had accrued $763,892.52 in unpaid interest, for a total of $13,763,892.52. At a conversion price of $3.00 per share, this was converted into 4,587,964 shares of Series A-1 Preferred Stock in accordance with the SWIMS Convertible Note. The Series A-1 Preferred Stock has no expiration date or maturity. Each share of Series A-1 Preferred Stock is currently convertible one-for-one into shares of common stock. Series A-1 Preferred Stock is entitled to dividends at a rate of 10% per annum, payable quarterly in arrears, and any accrued dividends may be converted into additional shares of common stock. /s/ William Sweedler, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P. 2018-01-19 /s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P. 2018-01-19