XCel Brands, Inc. — Director's Dealing 2014

Jul 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2014-06-19

Reporting Person: TRAFELET BROKAW CAPITAL MANAGEMENT, L.P. (10% Owner)
Reporting Person: TRAFELET & CO ADVISORS LLC (10% Owner)
Reporting Person: TRAFELET REMY W (10% Owner)
Reporting Person: TRAFELET & COMPANY, LLC (10% Owner)
Reporting Person: Delta Institutional, LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-19	Common Stock, $0.001 par value	S	1809525	$4.50	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-19	Common Stock Warrants	$5.00	S	250000	Disposed	2018-06-04	Common Stock (250000)	Indirect

Footnotes

F1: This Form 4 is being filed on behalf of: (i) Delta Institutional, LP (the "Fund"); (ii) Trafelet & Company Advisors, LLC ("TCA"); (iii) Trafelet Brokaw Capital Management, L.P. ("TBCM"); (iv) Trafelet & Company, LLC ("TC"); and (v) Remy W. Trafelet ("Mr. Trafelet"), the managing member of TC and TCA. The persons and entities referred to in items (i)-(v) hereof may be collectively referred to herein as the "Reporting Persons". TBCM serves as investment manager to the Fund and two other private investment vehicles and, in such capacity, exercises voting and investment control over securities held for the accounts of the Fund and such other private investment vehicles. TCA serves as the general partner to the Fund and such other private investment vehicles. TC serves as the general partner of TCM. Mr. Trafelet may be deemed to have had indirect beneficial ownership of the shares reported herein based on his relationship with TCM and TCA.

F2: The warrants were transferred for no additional consideration in connection with the sale of shares of Common Stock.