XCel Brands, Inc. — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2014-05-15

Reporting Person: D LOREN ROBERT W (Director, CEO and Chairman, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	A	350000	—	Acquired	1640493	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	526283	Indirect

Footnotes

F1: Represents shares of restricted stock awarded pursuant to a restricted stock award agreement, which vests as to 50% on each of May 31, 2015 and May 31, 2016, provided that Mr. D'Loren 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: Represents shares of Common Stock held by the Irrevocable Trust of Rose Dempsey, of which Mr. D'Loren is a co-trustee and as to which Mr. D'Loren has sole voting and dispositive power.