DESTINATION XL GROUP, INC. — Director's Dealing 2018

Jun 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DESTINATION XL GROUP, INC. (DXLG)
CIK: 0000813298
Period of Report: 2018-06-19

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
2018-06-19	Common Stock, $0.01 par value	P	21500	$1.946	Acquired	8059877	Indirect

Footnotes

F1: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.875 to $2.00, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP LLC, and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Destination XL Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F2: 7,522,354 of these shares are held directly by RMP and the remaining 537,523 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. 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.