XCel Brands, Inc. — Director's Dealing 2015

May 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (xelb)
CIK: 0001083220
Period of Report: 2014-12-22

Reporting Person: BUCKINGHAM CAPITAL MANAGEMENT INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-22	Common Stock, $0.001 par value	P	400000	$9	Acquired	1576581	Indirect

Footnotes

F1: 1. Purchase of restricted shares of common stockof the Issuer in a private placement described on the Issuer's Form 8-K filed on December 24, 2014.

F2: 2. This statement is being filed by Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated. Buckingham Capital Management, Inc. is a registered investment adviser which acts as the general partner and investment manager for various private investment funds and which also manages other accounts on a discretionary basis that directly hold the securities reported herein. Buckingham Research Group Incorporated, a registered broker-dealer, is the parent company of Buckingham Capital Management, Inc.

F3: 3. Each of Buckingham Capital Management, Inc. and Buckingham Research Group Incorporated disclaims beneficial ownership of the securities reported herein, except to the extent of such person's pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each such person states that the inclusion of the securities reported herein shall not be deemed an admission of beneficial ownership of the securities for purposes of Section 16 or for any other purpose.