UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
DESTINATION XL Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
25065K104
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 19, 2014
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 (“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).
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 2 OF 10 PAGES |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Partners LLC 73-1726370 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,924,254 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
5,924,254 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,924,254 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
OO – Limited Liability Company | |||||
* See Instructions
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 3 OF 10 PAGES |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Partners, L.P. 20-4117349 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
WC (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,924,254 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
5,924,254 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,924,254 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
PN – Limited Partnership | |||||
* See Instructions
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 4 OF 10 PAGES |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RMCP GP LLC 20-4442412 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,924,254 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
5,924,254 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,924,254 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
OO – Limited Liability Company | |||||
* See Instructions
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 5 OF 10 PAGES |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Mountain Capital Management, Inc. 13-4057186 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,924,254 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
5,924,254 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,924,254 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
CO – Corporation | |||||
* See Instructions
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 6 OF 10 PAGES |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Willem Mesdag | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS*
AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
5,929,254 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER
None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER
5,929,254 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER
None (See Item 5) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,929,254 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON*
IN – Individual | |||||
* See Instructions
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 7 OF 10 PAGES |
This Amendment No. 4 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, and Amendment No. 3 thereto, filed with the SEC on January 31, 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. 4) 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.”
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of this Schedule 13D is hereby amended to include the following information:
On January 29, 2014, Destination XL granted Mr. Mesdag, in connection with his election to the board of directors of Destination XL, options to purchase 15,000 shares of Common Stock (collectively, the “Director Options”). The Director Options are exercisable in three tranches: options to purchase 5,000 shares are currently exercisable; options to purchase another 5,000 shares will become exercisable on January 29, 2015; and options to purchase the remaining 5,000 shares will become exercisable on January 29, 2016.
Between March 18, 2014 and March 20, 2014, RMP has purchased an aggregate of 1,086,200 shares of Common Stock on the open market at an aggregate purchase price (excluding trading commissions and related administrative costs) of $5,976,941.86. The source of the funds used by RMP to purchase such shares was working capital of RMP.
The information set forth in Item 5(c) below is hereby incorporated by reference in response to this Item 3.
| 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, 5,924,254 shares of Common Stock, which represent approximately 11.7% 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 5,924,254 shares of Common Stock. | |
| Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMP. | ||
| In addition to any shares of Common Stock beneficially owned by RMP, Mr. Mesdag may be deemed to own the 5,000 shares of Common Stock receivable upon exercise of the Director Options that either are currently exercisable or would become exercisable within 60 calendar days after the date hereof. As a result, Mr. Mesdag may be deemed to beneficially own, in the aggregate, 5,929,254 shares of Common Stock, which represent approximately 11.7% of the outstanding Common Stock. | ||
| Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person. | ||
(1) All calculations of percentage ownership in this Schedule 13D are based on 50,607,809 shares of Common Stock outstanding as of March 7, 2014 as reported in the Form 10-K which was filed by Destination XL Group, Inc. with the Securities and Exchange Commission on March 17, 2014; provided that, in the case of Mr. Mesdag, such percentage ownership also includes shares of Common Stock receivable upon exercise of the Director Options that either are currently exercisable or would become exercisable within 60 calendar days after the date hereof.
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 8 OF 10 PAGES |
| The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported as beneficially owned by RMP in this Schedule 13D, and RMCM disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, each of Mr. Teets and Mr. Watkinson disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. |
Item 5(c) of this Schedule 13D is hereby amended to include the following information:
| (c) | The following table lists all transactions in Common Stock effected during the past sixty days by RMP. All such transactions were effected on the open market. |
| Shares of Common Stock Purchased |
Weighted Average Price per Share ($) |
Date of Purchase | ||||||
| 400,000 | 5.4460 | 03/18/2014 | ||||||
| 375,500 | 5.5238 | 03/19/2014 | ||||||
| 310,700 | 5.5499 | 03/20/2014 | ||||||
As discussed in Item 3 above, on January 29, 2014, Destination XL granted the Director Options to Mr. Mesdag.
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 9 OF 10 PAGES |
SIGNATURE
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: March 24, 2014
| RED MOUNTAIN CAPITAL PARTNERS LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN PARTNERS, L.P. | ||||
| By: | RMCP GP LLC, its general partner | |||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RMCP GP LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN CAPITAL MANAGEMENT, INC. | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | President | |||
| WILLEM MESDAG | ||||
| /s/ Willem Mesdag | ||||
| CUSIP No. 25065K104 | SCHEDULE 13D/A | PAGE 10 OF 10 PAGES |
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 1 | Joint Filing Agreement, dated as of March 25, 2013, by and among the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on March 25, 2013). | |
| 2 | Confidentiality and Standstill Agreement, dated as of January 29, 2014, by and between Destination XL and RMCP LLC (incorporated by reference to Exhibit 2 to Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on January 31, 2014). | |