Page 7 of 13 – SEC Filing
SCHEDULE 13D/A
| CUSIP No. 25065K104 | PAGE 7 OF 11 PAGES |
This Amendment No. 7 amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the SEC) on March 25, 2013, as amended by Amendment No. 1 thereto, filed with the SEC on October 10, 2013, Amendment No. 2 thereto, filed with the SEC on December 16, 2013, Amendment No. 3
thereto, filed with the SEC on January 31, 2014, Amendment No. 4 thereto, filed with the SEC on March 24, 2014, Amendment No. 5 thereto, filed with the SEC on April 2, 2014, and Amendment No. 6 thereto, filed with the
SEC on June 13, 2017, in each case by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (RMCP LLC), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (RMP), (iii) RMCP GP
LLC, a Delaware limited liability company (RMCP GP), (iv) Red Mountain Capital Management, Inc., a Delaware corporation (RMCM), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with
respect to the common stock, par value $0.01 per share (the Common Stock), of Destination XL Group, Inc., a Delaware corporation (Destination XL). The filing of any amendment to this Schedule 13D (including the filing of this
Amendment No. 7) shall not be construed to be an admission by the Reporting Persons (as defined below) that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
RMCP LLC, RMP, and RMCP GP are sometimes
collectively referred to herein as Red Mountain. Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the Reporting Persons.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of this Schedule 13D is hereby
amended to include the following information:
Between February 5, 2018 and March 30, 2018, Destination XL issued 13,330
shares of deferred stock (Deferred Stock) to Mr. Mesdag in connection with his service on the board of directors of Destination XL (the Board). Each share of Deferred Stock is the economic equivalent of one share of
common stock. The shares of Deferred Stock become payable in Common Stock within 30 calendar days after the date Mr. Mesdag ceases to be a director on the Board.
Between April 3, 2018 and April 6, 2018, RMCP LLC purchased an aggregate of 118,900 shares of Common Stock on the open market for an
aggregate purchase price (excluding trading commissions and related administrative costs) of $205,116. The source of the funds used by RMCP LLC to purchase such shares was working capital of RMCP LLC.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a) and 5(b) of this Schedule 13D are hereby amended
and restated as follows:
| (a)-(b) | RMP beneficially owns, in the aggregate, 7,522,354 shares of Common Stock, which represent approximately 15.4% of the outstanding Common Stock.(1) RMP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 7,522,354 shares of Common Stock. |
Because RMCP GP may be deemed to control
RMP, RMCP GP may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 7,522,354 shares of Common Stock, representing approximately 15.4% of the outstanding
Common Stock.
| (1) | All calculations of percentage ownership in this Schedule 13D are based on 48,759,404 shares of Common Stock outstanding as of March 16, 2018 as reported in the Form 10-K which was filed by Destination XL Group, Inc. with the Securities and Exchange Commission on March 23, 2018; provided that, in the case of Mr. Mesdag, such percentage ownership also includes shares of Common Stock receivable upon exercise of the Director Options and shares of Common Stock receivable upon settlement of the Deferred Stock. |
