13D Filing: Tengram Capital Associates, LLC and Differential Brands Group Inc. (DFBG)

Item 5.
Interest in Securities of the Issuer

Item
5 of the Original Schedule 13D is hereby amended and restated as follows:

(a) TCP RG, LLC no longer beneficially
owns any shares of Common Stock.

Tengram Fund I beneficially owns 1,363,306
shares of Common Stock, or approximately 10.3% of the issued and outstanding Common Stock, which it holds directly.

TCA, as the general partner of Tengram Fund
I and the manager of RG II Blocker, LLC, may be deemed the beneficial owner of 1,517,774 shares of Common Stock, or approximately
11.4% of the issued and outstanding Common Stock, consisting of the following:

(i)

1,363,306 shares held directly by Tengram Fund I;

(ii)

112,559 shares held directly by TCA; and

(iii)

41,909 shares held directly by RG II Blocker, LLC.

TCP Denim, LLC is the beneficial owner of
4,480,287 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of
Series A Preferred Stock (such conversion at such assumed conversion price, the “Series A Conversion”),
or 33.7% of the issued and outstanding Common Stock after giving effect to the Series A Conversion.

Tengram Fund II, as the sole member of TCP
Denim, LLC, may be deemed the beneficial owner of 6,090,907 shares of Common Stock, or approximately 45.8% of the issued and outstanding
Common Stock after giving effect to the Series A Conversion and the issuance of 1,610,620 shares of Common Stock, the maximum number
of shares issuable upon the exercise of the SWIMS Warrants and the conversion of the SWIMS Convertible Note into Class A-1 Preferred
Stock. The 6,090,907 shares of Common Stock consist of the following:

(i)

4,480,287 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of Series A Convertible Preferred Stock held directly by TCP Denim, LLC; and

(ii)

1,610,620 shares of Common Stock, or the maximum number of shares of Common Stock issuable upon the conversion of (i) the SWIMS Warrant owned by Tengram Fund II for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share and (ii) the SWIMS Convertible Note owned by Tengram Fund II with principal of $13.0 million, which will convert, at Tengram Fund II’s option or on the maturity date of July 18, 2017 if not already repaid in cash prior to that date, into up to 4,500,000 shares of Class A-1 Preferred Stock at a conversion price of $3.00 per share, further convertible into shares of Common Stock at an initial price of $3.00 per share (subject to adjustment).

 TCA II, as the general partner of
Tengram Fund II, may be deemed the beneficial owner of the 6,090,907 shares of Common Stock beneficially owned by Tengram Fund
II, or approximately 45.8% of the issued and outstanding Common Stock after giving effect to the Series A Conversion and the issuance
of 1,610,620 shares of Common Stock, the maximum number of shares issuable upon the exercise of the SWIMS Warrant and the conversion
of the SWIMS Convertible Note into Class A-1 Preferred Stock.