XCel Brands, Inc. — Director's Dealing 2015

May 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2015-05-19

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
2015-05-19	Common Stock	A	245000	—	Acquired	1858993	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	526283	Indirect

Footnotes

F1: Represents shares of restricted stock awarded pursuant to a restricted stock agreement, which vest as to 50% of the shares on each of April 30, 2016 and April 30, 2017; provided that the reporting person may extend the vesting date as to all or a portion of the shares one or more times, in six month increments, at this 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.