DESTINATION XL GROUP, INC. — Director's Dealing 2017

Nov 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DESTINATION XL GROUP, INC. (DXLG)
CIK: 0000813298
Period of Report: 2017-10-30

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-30	Deferred Stock	$1.90	A	14111	Acquired		Common Stock (14111)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	7847469	Indirect

Footnotes

F1: 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 325,115 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 Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. 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.

F2: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3: Each share of deferred stock is the economic equivalent of one share of common stock. The shares of deferred stock become payable in common stock at the separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).