SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Dhoot Ujjwal (Last) (First) (Middle) C/O DESTINATION XL GROUP, INC. 555 TURNPIKE STREET (Street) CANTON MA 02021 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/27/2020	3. Issuer Name and Ticker or Trading Symbol DESTINATION XL GROUP, INC. [ DXLG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Digital Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	63,253	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	12/16/2020(1)	12/16/2029	Common Stock	30,473(2)	1.3	D
Restricted Stock Units	12/16/2020(3)	12/16/2029	Common Stock	28,698(2)	1.3	D

Explanation of Responses:

1. The restricted stock units ("RSUs") represent the time-based portion of the 2018-2020 Long-Term Incentive Plan award to the Reporting Person. The RSUs vest in three equal installments on December 16, 2020, April 1, 2021 and April 1, 2022.

2. Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, as amended, represents a contingent right to receive one share of DXLG common stock.

3. The RSUs represent the time-based portion of the 2019-2021 Long-Term Incentive Plan award to the Reporting Person. The RSUs vest in four equal installments on December 16, 2020, April 1, 2021, April 1, 2022 and April 1, 2023.

Remarks:

	Ujjwal Dhoot	05/28/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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