Delta Apparel (DLAPQ) Form 4 DELTA APPAREL / Justin Marshall Grow ownership change

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^*

Grow Justin Marshall

(Last) (First) (Middle)

322 S. MAIN STREET

(Street)

GREENVILLE SC 29601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DELTA APPAREL, INC [ DLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V.P. Admin. & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2017

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
Common Stock $0.01 Par Value	11/28/2017		M		3,000(1)	A	$0(2)	3,754	D
Common Stock $0.01 Par Value	11/28/2017		D		1,500(3)	D	$21.13	2,254	D
Common Stock $0.01 Par Value	11/28/2017		A		2,190(4)	A	$0(2)	4,444	D
Common Stock $0.01 Par Value	11/28/2017		D		1,095(5)	D	$21.13	3,349	D
Common Stock $0.01 Par Value	11/28/2017		F		893(6)	D	$21.13	2,456	D

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
Restricted Stock Units	$0.0(2)	11/28/2017		M		3,000		(7)	(7)	Common Stock $0.01 Par Value	3,000	$0	0	D

Explanation of Responses:

1. These shares were acquired in connection with the vesting of service-based restricted stock units. One-half of the vested restricted stock units convert into Delta Apparel, Inc. common stock on a one-for-one basis and the remaining half convert into a cash amount equal to the market value of the Company's common stock on the applicable date multiplied by the applicable number of restricted stock units.

2. Each restricted stock unit represents the right to receive one share of common stock of Delta Apparel, Inc. or the cash equivalent.

3. These shares were disposed of in connection with the conversion of half of the 3,000 vested restricted stock units into a cash amount equal to the market value of the Company's common stock on the applicable date multiplied by the applicable number of restricted stock units.

4. These shares were acquired in connection with the vesting of performance-based restricted stock units. One-half of the vested restricted stock units convert into Delta Apparel, Inc. common stock on a one-for-one basis and the remaining half convert into a cash amount equal to the market value of the Company's common stock on the applicable date multiplied by the applicable number of restricted stock units.

5. These shares were disposed of in connection with the conversion of half of the 2,190 vested restricted stock units into a cash amount equal to the market value of the Company's common stock on the applicable date multiplied by the applicable number of restricted stock units.

6. These shares were withheld by Delta Apparel, Inc. for the payment of a tax liability incident to the vesting of both performance-based and service-based restricted stock units.

7. The restricted stock units vested upon the November 28, 2017, filing of the Company's Annual Report on Form 10-K for its fiscal year ended September 30, 2017.

Remarks:

	/s/Justin M. Grow	11/30/2017
	** 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).
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