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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE IN INCLUDED IN STATEMENTS
FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF
1934

(Amendment No. 1)*

DIFFERENTIAL BRANDS GROUP INC.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

25374L108

(CUSIP Number)

Matthew D. Eby

Tengram Capital Associates, LLC

15 Riverside Avenue

Westport, CT 06880

Tel: (203) 454-6999

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 18, 2016

(Date of Event Which Requires Filing of
this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies
are to be sent.

* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

(1) Based on approximately 13,297,854 shares of common
stock, par value $0.10 per share (“Common Stock”), of Differential Brands Group Inc., a Delaware corporation
(the “Issuer”), issued and outstanding as of May 8, 2017, as provided by the Issuer.

(2) Consists of 1,363,306 shares of Common Stock held directly
by Tengram Capital Partners Gen2 Fund, L.P. (“Tengram Fund I”). Tengram Capital Associates, LLC (“TCA”)
is the general partner of Tengram Fund I. Matthew Eby and William Sweedler are the co-managing members of TCA. Each of Matthew
Eby, William Sweedler, TCA and Tengram Fund I may be deemed to share the voting and dispositive power of the above shares.

(3) Based on approximately 13,297,854 shares of Common
Stock issued and outstanding as of May 8, 2017, as provided by the Issuer.

(4) Consists of 1,363,306 shares of Common Stock held directly
by Tengram Fund I, 112,559 shares of Common Stock held directly by TCA and 41,909 shares of Common Stock held directly by RG II
Blocker, LLC. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker, LLC. Matthew Eby and William Sweedler
are the co-managing members of TCA. Each of Matthew Eby, William Sweedler, TCA and Tengram Fund I may be deemed to share the voting
and dispositive power of the above shares.

(5) Based on approximately 13,297,854 shares of Common
Stock issued and outstanding as of May 8, 2017, as provided by the Issuer.

(6) Consists 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 10.0% Series A Convertible Preferred
Stock, par value $0.10 per share (the “Series A Convertible Preferred Stock”), of the Issuer purchased
by TCP Denim, LLC pursuant to the Stock Purchase Agreement described in the Issuer’s Registration Statement on Form S-4/A
on December 7, 2015 (the “Stock Purchase Agreement”). TCP Denim, LLC is managed by its sole member,
Tengram Capital Partners Fund II, L.P. (“Tengram Fund II”). Tengram Capital Associates II, LLC (“TCA
II”) is the general partner of Tengram Fund II. Matthew Eby and William Sweedler are the co-managing members of TCA
II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting and dispositive power of
the above shares.

(7) 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 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.

(8) 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 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 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). TCP Denim,
LLC is managed by its sole member, Tengram Fund II. TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler
are the co-managing members of TCA II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share
the voting and dispositive power of the above shares.

(9) 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).

(10) 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 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 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). TCP Denim, LLC is managed
by its sole member, Tengram Fund II. TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler are the
co-managing members of TCA II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting
and dispositive power of the above shares.

(11) 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).

(12) Consists of 9,058 shares of Common Stock held directly
by Matthew Eby, over which Mr. Eby has sole voting and dispositive power.

(13) 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.

(14) 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).

(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).

Pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 to the Schedule 13D (this
“Amendment”) amends certain items of the Schedule 13D filed by the Reporting Persons with the Securities
and Exchange Commission (the “SEC”) on February 8, 2016 (the “Original Schedule 13D”),
and relates to the common stock, par value $0.10 per share (the “Common Stock”), of Differential Brands
Group Inc. (the “Issuer”). The Reporting Persons are filing this Amendment to report (i) the issuance,
to certain of the Reporting Persons, of a warrant for the purchase of Common Stock and an amended promissory note convertible into
shares of Class A-1 Preferred Stock and subsequently into shares of Common Stock; and (ii) a series of pro rata in-kind
distributions of the shares of Common Stock by certain of the Reporting Persons and affiliated funds to certain of their members,
including subsequent distributions by certain of the receiving members to their own members, in each case for no consideration.

This Amendment also constitutes an exit
filing for TCP RG, LLC, whose beneficial ownership in the shares of Common Stock has dropped below the 5.0% Schedule 13D reporting
threshold following the pro rata in-kind distributions. All capitalized terms used but not defined in this Amendment have
the meanings given to such terms in the Original Schedule 13D. Except as provided herein, this Amendment does not modify any of
the information previously reported on the Original Schedule 13D.

Item 3.
Source and Amount of Funds or Other Consideration

Item
3 of the Original Schedule 13D is hereby amended and supplemented as follows:

The SWIMS Transaction

On July 18, 2016, the Issuer completed
the acquisition of all of the outstanding share capital of Scandinavian lifestyle brand SWIMS AS (“SWIMS”),
a Norwegian private limited company (aksjeselskap). The acquisition was completed pursuant to the Purchase Agreement, dated
as of July 18, 2016 (the “SWIMS Purchase Agreement”), between the Issuer, its wholly-owned subsidiary
DFBG Swims, LLC, the shareholders of SWIMS named therein (the “SWIMS Sellers”), Øystein Alexander
Eskeland and Atle Søvik, acting jointly as the representatives of the SWIMS Sellers, and, for certain limited purposes described
in Item 6 below, TCP Denim, LLC, TCP RG, LLC and TCP RG II, LLC.

To finance the acquisition, the Issuer issued
the following to Tengram Fund II on July 18, 2016: (i) a warrant for the purchase of 500,000 shares of Common Stock at an exercise
price of $3.00 per share, subject to adjustment as described in Item 6 below (the “SWIMS Warrant”); and
(ii) a convertible promissory note with principal of $13.0 million (the “SWIMS Convertible Note”). The
SWIMS Convertible Note accrues interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1,
2016, and will convert, at Tengram Fund II’s option or on the maturity date of July 18, 2017, if not already repaid in cash
on or before that date, into up to 4,500,000 shares of Class A-1 Preferred Stock at a conversion price of $3.00 per share,
subject to adjustment as described in Item 6 below.  Additionally, the Class A-1 Preferred Stock will itself be convertible
into shares of the Common Stock at an initial price of $3.00 per share, subject to adjustment as described in Item 6 below. The
terms of the SWIMS Convertible Note as issued on July 18, 2016 had initially set a maturity date of January 18, 2017. The Issuer
and Tengram Fund II amended the SWIMS Convertible Note effective January 18, 2017 to extend the maturity date by six months as
noted above.

The SWIMS Convertible Note may not be converted
(together with any other issuances considered aggregated under the applicable listing standards of The NASDAQ Stock Market LLC
(“NASDAQ”)) into shares of Class A-1 Preferred Stock which are then convertible into more than 1,610,620
shares of Common Stock. These shares of Class A-1 Preferred Stock will have as-converted voting rights only to the extent such
shares may convert into Common Stock, unless allowed under the applicable NASDAQ listing standards. Additionally, where the Issuer
issues upon exercise of the SWIMS Warrant at least 1,610,620 shares of Common Stock (subject to adjustment for stock splits and
combinations, and together with any other issuances considered aggregated under the applicable NASDAQ listing standards), any shares
of Common Stock above the 1,610,620 threshold will not carry voting rights and will not be issuable upon the exercise of purchase
rights under the SWIMS Warrant. The Issuer will take all action necessary to seek the required stockholder approval under NASDAQ
listing standards to provide for (i) full conversion into Common Stock and voting rights of all shares of Class A-1 Preferred Stock
and (ii) voting rights and issuances upon the exercise of purchase rights for the additional shares of Common Stock exercisable
under the SWIMS Warrant above the 1,610,620 threshold.

Pro Rata In-Kind Distributions

On January 23, 2017, TCP RG, LLC disposed
of all 1,245,418 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no
consideration to certain of its members, including, among others, Tengram Capital Partners Gen2 Fund, L.P. (“Tengram
Fund I”), Tengram Capital Associates, LLC (“TCA”) and TCP Co-Invest LLC. TCP RG, LLC disposed
of 1,019,032 shares of Common Stock to Tengram Fund I, 112,559 shares of Common Stock to TCA and 90,585 shares of Common Stock
to TCP Co-Invest LLC, with the remaining 23,242 shares of Common Stock distributed among other members of TCP RG, LLC. Additionally,
on May 8, 2017, after receiving the 90,585 shares of Common Stock from TCP RG, LLC, TCP Co-Invest LLC redistributed all of these
shares pro rata among its members for no consideration. TCP Co-Invest LLC disposed of 9,059 shares of Common Stock to William
Sweedler and 9,058 shares of Common Stock to Matthew Eby, with the remaining 72,468 shares of Common Stock distributed to another
member. Tengram Fund I and TCA did not subsequently transfer the shares of Common Stock they received from TCP RG, LLC.

On January 23, 2017, TCP RG II, LLC disposed
of all 410,345 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration
to certain of its members, including, among others, Tengram Fund I, TCP Co-Invest LLC and RG II Intermediary LLC. TCP RG II, LLC
disposed of 344,274 shares of Common Stock to Tengram Fund I, 3,622 shares of Common Stock to TCP Co-Invest LLC and 41,909 shares
of Common Stock to RG II Intermediary, LLC, with the remaining 20,540 shares of Common Stock distributed among other members of
TCP RG II, LLC. Additionally, on May 8, 2017, after receiving the 41,909 shares of Common Stock from TCP RG II, LLC, RG II Intermediary,
LLC redistributed all of these shares pro rata to its member RG II Blocker, LLC for no consideration. On May 8, 2017, after
receiving the 3,622 shares of Common Stock from TCP RG II, LLC, TCP Co-Invest LLC also redistributed all of these shares pro
rata to its members for no consideration. Tengram Fund I did not subsequently transfer the shares of Common Stock it received
from TCP RG II, LLC.

As a result of the pro rata in-kind
distributions, the number of shares beneficially owned by the Reporting Persons who partook in the distributions is as follows:
(i) TCP RG, LLC no longer beneficially owns shares of Common Stock; (ii) Tengram Fund I beneficially owns 1,363,306 shares of Common
Stock, all of which it holds directly, including the 1,019,032 shares and 344,274 shares received from TCP RG, LLC and TCP RG II,
LLC, respectively; (iii) TCA beneficially owns 1,517,774 shares of Common Stock, including 1,363,306 shares held directly by Tengram
Fund I, of which TCA is the general partner, 112,559 shares held directly by TCA and 41,909 shares held directly by RG II Blocker,
LLC, of which TCA is the manager; and (iv) each of Matthew Eby and William Sweedler, as co-managing member of TCA and TCA II, beneficially
owns 7,617,739 and 7,617,740 shares of Common Stock, respectively, including (a) 1,363,306 shares held directly by Tengram Fund
I, (b) 112,559 shares held directly by TCA, (c) 41,909 shares held directly by RG II Blocker, LLC, (d) 6,090,907 shares of Common
Stock indirectly beneficially owned by TCA II, as further described in Item 5 below and (e) in Mr. Eby’s case, 9,058 shares
of Common Stock held directly, and in Mr. Sweedler’s case, 9,059 shares of Common Stock held directly. Additionally, TCA,
as the manager of TCP Co-Invest LLC, and each of Mssrs. Sweedler and Eby, as the co-managers of TCA, temporarily beneficially owned
the 90,585 shares TCP Co-Invest LLC received from TCP RG LLC and the 3,622 shares TCP Co-Invest LLC received from TCP RG II, LLC,
until TCP Co-Invest LLC re-distributed such shares to its own members.

TCP RG II, LLC, TCP Co-Invest LLC, RG II
Intermediary, LLC and RG II Blocker, LLC are not Reporting Persons for purposes of this Amendment.

Item 4.
Purpose of Transaction

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

The information contained in Item 3 above
is hereby incorporated by reference.

Each of Messrs. Eby and Sweedler is
a member of the Issuer’s board of directors (the “Board”).  Neither Mr. Eby nor Mr. Sweedler
will amend Item 4 of this Schedule 13D to disclose plans or proposal of the Issuer or known to him in his capacity as a director
of the Issuer. Information concerning the appointment of Messrs. Eby and Sweedler and other members to the Issuer’s
Board, set forth under Item 5.02 of the Issuer’s Current Report on Form 8-K filed on January 29, 2016, is incorporated
herein by reference.

Each Reporting Person intends to review
its or his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s
financial position and investment strategy, changes in market prices of the Issuer’s Common Stock and conditions in the securities
markets and general economic and industry conditions, each Reporting Person may in the future take such actions with respect to
its or his investment in the Issuer as the Reporting Person deems appropriate including, without limitation, continuing to engage
in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer
and its or his investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board
structure (including board composition), corporate governance or operations of the Issuer,  or changing its or his intentions
with respect to any and all matters referred to in Item 4 of Schedule 13D.

Tengram Fund II, as the holder of the SWIMS
Convertible Note and the SWIMS Warrant, and TCA II, William Sweedler and Matthew Eby, as indirect beneficial owners of the SWIMS
Convertible Note and the SWIMS Warrant, may agree with the Issuer from time to time to amend the terms of those securities.

Tengram Fund I, TCA, William Sweedler and
Matthew Eby may from time to time dispose of all or a portion of the securities they received as a result of the pro rata in-kind
distributions on January 23, 2017 and/or May 8, 2017, as applicable, whether in the open market, in privately negotiated transactions
or otherwise, depending on various factors including those set forth above. Generally, each of the Reporting Persons may further
acquire, hold, vote, trade, dispose or otherwise deal in Common Stock of the Issuer at times, and in such manner, as it or he deems
advisable depending on various factors including those set forth above.

Other than as set forth above or as would
occur with the completion of, or following, any of the actions discussed herein, each Reporting Person has no present plan or proposal
which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. Each
Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to
its or his investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item
4 of Schedule 13D. Each Reporting Person may at any time reconsider and change its or his plans or proposals relating to the foregoing.

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:

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:

 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.

Matthew Eby, as the co-managing member of
TCA and TCA II, may be deemed the beneficial owner of 7,617,739 shares of Common Stock, or approximately 57.3% 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. The 7,617,739 shares of Common Stock consist of the following:

William Sweedler, as the co-managing member
of TCA and TCA II, may be deemed the beneficial owner of 7,617,740 shares of Common Stock, or approximately 57.3% 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. The 7,617,740 shares of Common Stock consist of the following:

(b) The aggregate number and percentage
of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares
as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose
or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row
13 of the cover pages of this Amendment.

(c) Except as disclosed in this Amendment,
the Reporting Persons have not effected any transactions in Common Stock during the past 60 days.

(d) Each of Messrs. Eby and Sweedler
shares the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Stock
held directly by Tengram Fund I, the Common Stock held directly by TCA, the Common Stock held directly by RG II Blocker, LLC, the
Common Stock issuable to Tengram Fund II in connection with the exercise of the SWIMS Warrant and the conversion of the SWIMS Convertible
Note into Class A-1 Preferred Stock, and the Common Stock issuable to TCP Denim, LLC in connection with the Series A Conversion.

(e) TCP RG, LLC ceased
to be a beneficial owner of more than 5.0% of the Common Stock on January 23, 2017.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item
6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information contained in Item 3 above
is hereby incorporated by reference.

SWIMS Purchase Agreement

Pursuant to the SWIMS Purchase Agreement,
the Issuer will provide certain demand and piggy-back registration rights with respect to shares of Common Stock beneficially owned
by the SWIMS Sellers. Each of TCP RG, LLC, TCP RG II, LLC and TCP Denim, LLC agrees that it will take actions reasonably necessary
to give effect to the registration rights of SWIMS Sellers, including by agreeing to cutbacks in a registered offering with respect
to their rights in the Registration Rights Agreement dated January 28, 2016.

SWIMS Warrant

By its terms, the SWIMS Warrant may only
be transferred to certain permitted transferees, and, until exercise, will not confer upon the holder of the SWIMS Warrant the
rights of a stockholder of the Issuer. The exercise price and the number of shares of Common Stock issuable on exercise of the
SWIMS Warrant will be adjusted upon certain corporate events, including stock splits, stock dividends, reverse stock splits, combinations,
recapitalizations and reorganizations and certain other events. Additionally, if the Issuer declares or makes any dividend or other
distribution of its assets to holders of the Common Stock (through return of capital, a distribution of cash, property or options
or otherwise), the holder of the Warrant will be entitled to participate in the distribution of assets to the same extent that
the holder would have participated if the holder held the number of shares issuable on exercise of the SWIMS Warrant as of the
record date for the distribution.

SWIMS Convertible Note

Upon any recapitalization, stock split,
stock dividend, reverse stock split or issuance of capital stock of the Issuer, the Issuer and the holder of the SWIMS Convertible
Note will negotiate in good faith to adjust the conversion price to preserve equitably the value of the SWIMS Convertible Note
after giving effect to such issuance or distribution.

Class A-1 Preferred Stock

The Class A-1 Preferred Shares issuable
upon exercise of the SWIMS Convertible Note, for which a certificate of designation has not yet been filed, will be senior to the
Common Stock upon liquidation and will have substantially all of the same rights, properties and privileges of the Series A Preferred
Stock. However, Class A-1 Preferred Shares will (i) contain only standard anti-dilution adjustments and (ii) contain no conversion
price adjustment set forth in Section 6(e) of the Series A Preferred Stock.

Each of the foregoing descriptions of the
SWIMS Purchase Agreement, the SWIMS Warrant, the SWIMS Convertible Note and the Class A-1 Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to the full text of the SWIMS Purchase Agreement, the SWIMS Warrant, the
SWIMS Convertible Note, Amendment No. 1 to the SWIMS Convertible Note and the Certificate of Designation of 10% Series A Convertible
Preferred Stock, respectively, each of which is filed as an exhibit to this Amendment and is incorporated herein by reference.

Item 7.
Materials to be Filed as Exhibits

Item
7 of the Original Schedule 13D is hereby amended and supplemented as follows:

SIGNATURES

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2017