XCel Brands, Inc. — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XCel Brands, Inc. (XELB)
CIK: 0001083220
Period of Report: 2017-03-31

Reporting Person: Malka Ben (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-31	Common Stock	A	8000	—	Acquired	51000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-31	Stock Option	$2.70	A	25000	Acquired	2022-03-31	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000000	Indirect

Footnotes

F1: Represents shares of restricted stock awarded pursuant to restricted stock award agreements which vest 50% of the shares on each of March 31, 2018 and March 31, 2019; provided that the reporting person may extend the vesting dates as to all or a portion of the shares, one or more times, in six-month increments, at his discretion.

F2: The reported Common Stock is held directly by The H Company IP, LLC ("H Company"), a wholly owned subsidiary of House of Halston, LLC ("Halston"). Mr. Malka is the chief executive officer of Halston and a member of its three person Board of Managers, which is comprised of Mr. Malka and two members designated by Halston's controlling stockholder. To the extent Mr. Malka may deemed to have an indirect pecuniary interest in the reported shares of Common Stock as a result of his investment in Halston, Mr. Malka disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F3: The option vests as to 50% of the shares on each of March 31, 2018 and 2019.