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

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Page 9 of 17 – SEC Filing

CUSIP No. 25374L108
1. Name of Reporting Person:
William Sweedler
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
6. Citizenship or Place of Organization
United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7. Sole Voting Power
9,059(15)
8. Shared Voting Power
7,608,681(16)
9. Sole Dispositive Power
9,059(15)
10. Shared Dispositive Power
7,608,681(16)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,617,740(15)(16)
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
13. Percent of Class Represented by Amount in Row (11)
57.3%(17)
14. Type of Reporting Person (See Instructions)
HC; IN

(15) Consists of 9,059 shares of Common Stock held directly
by William Sweedler, over which Mr. Sweedler has sole voting and dispositive power.

(16) Consists of: (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 the Series A Convertible Preferred
Stock purchased by TCP Denim, LLC pursuant to the Stock Purchase Agreement; (ii) 1,610,620 shares of Common Stock, or the maximum
number of shares of Common Stock issuable upon the conversion of (a) a 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 (subject to adjustment) and (b) a convertible promissory 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); (iii) 1,363,306 shares of Common Stock held directly by Tengram Fund I; (iv) 112,559 shares of Common Stock
held directly by TCA; and (v) 41,909 shares of Common Stock held directly by RG II Blocker, LLC. TCP Denim, LLC is managed by its
sole member, Tengram Fund II. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker, LLC, and TCA II is
the general partner of Tengram Fund II. Matthew Eby and William Sweedler, as the co-managing members of TCA and TCA II, may be
deemed to share the voting and dispositive power of the above 7,608,681 shares of Common Stock.

(17) Based on the sum of approximately 13,297,854 shares of
Common Stock issued and outstanding as of May 8, 2017, as provided by the Issuer, and (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 the Series A Convertible Preferred Stock held
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 (a) a warrant for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (subject
to adjustment) and (b) a convertible promissory note 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).

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