4//SEC Filing
SWEEDLER WILLIAM 4
Accession 0001104659-18-003050
CIK 0000844143other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 4:09 PM ET
Size
9.6 KB
Accession
0001104659-18-003050
Insider Transaction Report
Form 4
SWEEDLER WILLIAM
Director10% Owner
Transactions
- Conversion
3.75% Convertible Promissory Note
2018-01-18→ 0 total(indirect: See footnote)From: 2018-01-18Exp: 2018-01-18→ Series A-1 Convertible Preferred Stock (4,587,964 underlying) - Conversion
Series A-1 Convertible Preferred Stock
2018-01-18+4,587,964→ 4,587,964 total(indirect: See footnote)From: 2018-01-18→ Common Stock (4,587,964 underlying)
Footnotes (4)
- [F1]On January 18, 2018, the outstanding principal balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into shares of Series A-1 Preferred Stock of the Issuer, par value $0.10 per share (the "Series A-1 Preferred Stock"), at a conversion price equal to $3.00 per share.
- [F2]As of January 18, 2018, the SWIMS Convertible Note had $13,000,000 in outstanding principal balance and had accrued $763,892.52 in unpaid interest, for a total of $13,763,892.52. At a conversion price of $3.00 per share, this was converted into 4,587,964 shares of Series A-1 Preferred Stock in accordance with the SWIMS Convertible Note.
- [F3]The Series A-1 Preferred Stock has no expiration date or maturity. Each share of Series A-1 Preferred Stock is currently convertible one-for-one into shares of common stock. Series A-1 Preferred Stock is entitled to dividends at a rate of 10% per annum, payable quarterly in arrears, and any accrued dividends may be converted into additional shares of common stock.
- [F4]The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Capital Fund II, L.P. As such, the Reporting Person may be deemed to beneficially own the SWIMS Convertible Note held directly by Tengram Capital Fund II, L.P. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Documents
Issuer
Differential Brands Group Inc.
CIK 0000844143
Entity typeother
Related Parties
1- filerCIK 0001334172
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 4:09 PM ET
- Size
- 9.6 KB