XCel Brands, Inc. — Director's Dealing 2016

Apr 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2016-03-31

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
2016-03-31	Common Stock	A	110528	—	Disposed	1931021	Direct
2016-03-31	Common Stock	F	38500	$5.80	Disposed	1892521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-31	Employee Stock Option	$5.80	A	884220	Acquired	2021-03-31	Common Stock (884220)	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 one-third of the shares on each of March 31, 2017, 2018 and 2019, provided that the reporting person may extend the vesting date as to all or a portion of the shares one or more times, in his discretion.

F2: Represents the surrender of shares to the issuer in payment of tax liability incident to the vesting of restricted stock

F3: Represents shares held by the Irrevocable Trust of Rose Dempsey, of which Mr. D'Loren has sole voting and dispositive power.

F4: The option vests as to one-third of the shares on each of March 31, 2017, 2018 and 2019.