Destination XL Group Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 15:03

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BOGAN ROBERT A.
2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [DXLG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O DESTINATION XL GROUP, INC., 555 TURNPIKE STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/27/2024
(Street)
CANTON, MA 02021 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 11/27/2024 M 2,289 A $ 0 (1) 2,289 D
Common Stock, $0.01 par value 11/27/2024 M 3,164 A $ 0 (1) 5,453 D
Common Stock, $0.01 par value 11/27/2024 M 12,469 A $ 0 (1) 17,922 D
Common Stock, $0.01 par value 11/27/2024 F 5,189(2) D $2.3 12,733 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/27/2024 M 2,289 (3) (3) Common Stock 2,289 $ 0 4,579 D
Restricted Stock Units (1) 11/27/2024 M 3,164 (4) (4) Common Stock 3,164 $ 0 9,491 D
Restricted Stock Units (1) 11/27/2024 M 12,469 (5) (5) Common Stock 12,469 $ 0 24,937 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BOGAN ROBERT A.
C/O DESTINATION XL GROUP, INC.
555 TURNPIKE STREET
CANTON, MA 02021 		Chief Technology Officer

Signatures

Robert A. Bogan 12/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted Stock Units ("RSUs") converted into common stock on a one-to-one basis.
(2) Represents shares withheld from shares otherwise issuable upon vesting of RSUs for payment of taxes.
(3) Represents RSUs for the time-based portion of the 2022-2024 Long-Term Incentive Plan award to the Reporting Person on November 27, 2023. The remaining RSUs vest and become exercisable on April 1, 2025 and April 1, 2026.
(4) Represents RSUs for the time-based portion of the 2023-2025 Long-Term Incentive Plan award to the Reporting Person on November 27, 2023. The remaining RSUs vest and become exercisable on April 1, 2025, April 1, 2026 and April 1, 2027.
(5) Represents RSUs granted pursuant to a stock award to Reporting Person on November 27, 2023. The remaining RSUs vest and become exercisable on November 27, 2025 and November 27, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.