SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PAUKER DARA

(Last) (First) (Middle)
C/O DESTINATION XL GROUP, INC.
555 TURNPIKE STREET

(Street)
CANTON MA 02021

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DESTINATION XL GROUP, INC. [ DXLG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2023
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy) $7.43 01/27/2023 A 3,276 (1) 01/27/2033 Common Stock 3,276 $0.00 3,276 D
Restricted Stock Units $0.00 01/27/2023 A 40,376 (2) 01/27/2033 Common Stock 40,376(4) $0.00 40,376 D
Restricted Stock Units $0.00 01/27/2023 A 8,626 (3) 01/27/2033 Common Stock 8,626(4) $0.00 8,626 D
Explanation of Responses:
1. The Non-Qualified Stock Options ("Stock Options") represent the time-based portion of the 2021-2023 Long-Term Incentive Plan award to the Reporting Person. The Stock Options become exercisable in three equal installments on January 27, 2024, April 1, 2024 and April 1, 2025.
2. These Restricted Stock Units ("RSUs") represent an inducement grant pursuant to the Company's 2016 Incentive Compensation Plan. The RSUs vest and become exercisable in three equal installments on January 27, 2024, January 27, 2025 and January 27, 2026.
3. Represents RSUs for the time-based portion of the 2022-2024 Long-Term Incentive Plan award to the Reporting Person. The RSUs vest and become exercisable in four equal installments on January 27, 2024, April 1, 2024, April 1, 2025 and April 1, 2026.
4. Each RSU, as defined in the Company's 2016 Incentive Compensation Plan, represents a contingent right to receive one share of DXLG common stock.
Dara Pauker 01/31/2023
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.