SEC Filing | Destination XL Group, Inc.

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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^*

Fund 1 Investments, LLC

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/03/2024		S		225,000	D	$3.1502	5,691,577	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share								37,713	I	See Footnotes⁽¹⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	03/28/2024		P/K		141,000		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	141,000	$3.6322	1,317,663	I	See Footnotes⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	04/12/2024		P/K		76,000		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	76,000	$3.2826	1,393,663	I	See Footnotes⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	04/23/2024		P/K		69,630		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	69,630	$3.3384	1,463,293	I	See Footnotes⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	04/25/2024		P/K		97,000		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	97,000	$3.3561	1,560,292	I	See Footnotes⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	04/26/2024		P/K		70,000		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	70,000	$3.3849	1,630,293	I	See Footnotes⁽¹⁾⁽²⁾
Cash-Settled Total Return Swap⁽⁴⁾	⁽⁴⁾	04/29/2024		P/K		72,000		⁽⁵⁾	02/24/2026⁽⁴⁾	Common Stock, par value $0.01 per share	72,000	$3.3705	1,702,293	I	See Footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Fund 1 Investments, LLC

(Last)

(First)

(Middle)

100 CARR 115

UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pleasant Lake Onshore Feeder Fund LP

(Last)

(First)

(Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pleasant Lake Partners LLC

(Last)

(First)

(Middle)

100 CARR 115 UNIT 1900

(Street)

RINCON

00677

(City)

(State)

(Zip)

Explanation of Responses:

1. Securities reported herein are held for the benefit of Pleasant Lake Onshore Feeder Fund, LP (the "PL Fund") and an additional private investment vehicle for which Pleasant Lake Partners LLC ("PLP") serves as investment adviser. Fund 1 Investments, LLC serves as managing member of PLP. Jonathan Lennon serves as managing member of Fund 1 Investments, LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

2. Securities held for the account of the PL Fund.

3. Securities held for the account of an unaffiliated private fund for which PLP serves as investment adviser.

4. PL Fund has entered into certain cash-settled total return swap agreeements (the "Swap Agreements") with an unaffiliated third party financial institution, which provides PL Fund with economic exposure to an aggregate of 1,702,293 nominal shares of Common Stock. The Swap Agreements provide PL Fund with economic results that are comparable to the economic results of ownership but do not provide PL Fund with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Swaps Agreements (the "Subject Shares"). The Reporting Persons expressly disclaim beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein.

5. The expiration date of the Swap Agreements will be automatically extended for successive 12 month periods unless one party provides written notice to the other party, at least 30 calendar days prior to the first extension and at least 15 calendar days prior to any subsequent extension, not to so extend the expiration date.

	/s/ Fund 1 Investments, LLC By: Benjamin C. Cable, Chief Operating Officer	05/03/2024
	/s/ Pleasant Lake Onshore Feeder Fund, LP, by Pleasant Lake Partners LLC, its Investment Adviser, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	05/03/2024
	/s/ Pleasant Lake Partners LLC, by Fund 1 Investments, LLC, its Managing Member By: Benjamin C. Cable, Chief Operating Officer	05/03/2024
	** 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.
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