DESTINATION XL GROUP, INC. — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DESTINATION XL GROUP, INC. (DXLG)
CIK: 0000813298
Period of Report: 2016-01-29

Reporting Person: MESDAG WILLEM (Director, 10% Owner)
Reporting Person: RMCP GP LLC (10% Owner)
Reporting Person: RED MOUNTAIN CAPITAL MANAGEMENT INC (10% Owner)
Reporting Person: RED MOUNTAIN CAPITAL PARTNERS LLC (10% Owner)
Reporting Person: RED MOUNTAIN PARTNERS, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock, $0.01 par value	J	699	$4.29	Acquired	7545125	Indirect

Footnotes

F1: Shares issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F2: 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 22,771 shares are held directly by Red Mountain Capital Partners LLC ("RMCP LLC"). This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Willem Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.