XCel Brands, Inc. — Director's Dealing 2014

Dec 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2014-07-15

Reporting Person: Malka Ben (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-15	Common Stock	A	25000	$0.00	Acquired	25000	Direct
2014-12-22	Common Stock	A	1000000	$8.00	Acquired	1000000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25000	Direct

Footnotes

F1: Represents shares of restricted stock awarded pursuant to a restricted stock award agreement, which vests 50% of the shares on each of March 31, 2015 and March 31, 2016, provide that Mr. Malka may extend the vesting date as to all or a portion of the shares, one or more times, in six-month increments, at his discretion.

F2: The reported Common Stock is held directly by The H Company IP, LLC ("H Company"), a wholly owned subsidiary of House of Halston, LLC ("Halston"). On December 22, 2014, the Issuer issued 1,000,000 shares of Common Stock to H Company as partial consideration for the closing of the acquisition of certain assets from H Company, which shares were valued at $8.00 per share pursuant to the terms of the Asset Purchase Agreement. Mr. Malka is the chief executive officer of Halston and a member of its three person Board of Managers, which is comprised of Mr. Malka and two members designated by Halston's controlling stockholder. To the extent Mr. Malka may deemed to have an indirect pecuniary interest in the reported shares of Common Stock as a result of his investment in Halston, Mr. Malka disclaims beneficial ownership except to the extent of his pecuniary interest therein.