Page 7 of 10 – SEC Filing
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 7 OF 10 PAGES |
This Amendment No. 6 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, and Amendment No. 5 thereto, filed with the SEC on April 2, 2014, 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. 6) 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.
The Reporting
Persons are filing this Amendment No. 6 as a result of a reduction in the number of shares of Common Stock outstanding, as reported by Destination XL in their quarterly periodic filing with the Securities and Exchange Commission filed on
May 19, 2017.
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 1, 2016 and May 31, 2017, Destination XL issued 34,174 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 February 2, 2015
and January 29, 2016, RMCP LLC received 22,771 shares of Common Stock issued by Destination XL in connection with Mr. Mesdags service on the Board.
Between August 29, 2016 and January 13, 2017, RMCP LLC purchased an aggregate of 302,344 shares of Common Stock on the open market
for an aggregate purchase price (excluding trading commissions and related administrative costs) of $1,268,998. 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 15.2% 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. |
| 1 | All calculations of percentage ownership in this Schedule 13D are based on 49,543,425 shares of Common Stock outstanding as of May 15, 2017 as reported in the Form 10-Q which was filed by Destination XL Group, Inc. with the Securities and Exchange Commission on May 19, 2017; 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. |
