4//SEC Filing
Eby Matthew 4
Accession 0001104659-17-046098
CIK 0000844143other
Filed
Jul 19, 8:00 PM ET
Accepted
Jul 20, 6:56 PM ET
Size
10.5 KB
Accession
0001104659-17-046098
Insider Transaction Report
Form 4
Eby Matthew
Director10% Owner
Transactions
- Other
3.75% Convertible Promissory Note
2017-07-18−13,000,000→ 13,000,000 total(indirect: See footnote)Exercise: $3.00From: 2017-01-18Exp: 2017-07-18→ Class A-1 Convertible Preferred Stock (4,500,000 underlying) - Other
3.75% Convertible Promissory Note
2017-07-18+13,000,000→ 13,000,000 total(indirect: See footnote)Exercise: $3.00From: 2017-07-18Exp: 2018-01-18→ Class A-1 Convertible Preferred Stock (4,500,000 underlying)
Footnotes (4)
- [F1]On July 18, 2017, the convertible promissory note held by Tengram Capital Partners Fund II, L.P. ("Tengram II") was amended, for no value, to extend the maturity date from July 18, 2017 to January 18, 2018 (the "SWIMS Convertible Note"). No other terms of the SWIMS Convertible Note were changed. The SWIMS Convertible Note accrues interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1, 2016, and will convert, at Tengram Fund II's option or on the maturity date if not already repaid in cash on or before that date, into up to 4,500,000 shares of Class A-1 Preferred Stock at a conversion price of $3.00 per share, subject to anti-dilution adjustments.
- [F2]Additionally, the Class A-1 Preferred Stock will itself be convertible into shares of the Common Stock at an initial price of $3.00 per share. The convertible note may not be converted (together with any other issuances considered aggregated under the applicable listing standards of The NASDAQ Stock Market, LLC ("NASDAQ")) into shares of Class A-1 Preferred Stock which are then convertible into more than 1,610,620 shares of Common Stock. These shares of Class A-1 Preferred Stock will have as-converted voting rights only to the extent such shares may convert into Common Stock, unless allowed under the applicable NASDAQ listing standards.
- [F3]The number of derivative securities does not include interest accrued at 3.75% per annum on the note. At the time of the Second Amendment, a total of approximately $477,739.00 in interest had accrued on the SWIMS Convertible Note.
- [F4]The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Fund II. As such, the Reporting Person may be deemed to beneficially own the SWIMS Convertible Note held directly by Tengram Fund II. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Documents
Issuer
Differential Brands Group Inc.
CIK 0000844143
Entity typeother
Related Parties
1- filerCIK 0001540990
Filing Metadata
- Form type
- 4
- Filed
- Jul 19, 8:00 PM ET
- Accepted
- Jul 20, 6:56 PM ET
- Size
- 10.5 KB