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