| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Destination Maternity Corp [ DEST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/30/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/30/2016 | A | 27,537 | A | $0.00 | 62,163(1) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy) | $19.75 | (2) | 08/11/2024 | Common Stock | 34,729 | 34,729 | D | ||||||||
| Stock Options (Right to Buy) | $14.3 | (3) | 12/05/2024 | Common Stock | 177,618 | 177,618 | D | ||||||||
| Stock Options (Right to Buy) | $7.49 | 03/30/2016 | A | 132,170 | (4) | 03/30/2026 | Common Stock | 132,170 | $0.00 | 132,170 | D | ||||
| Explanation of Responses: |
| 1. This includes 10,443 shares of restricted stock issued to the Reporting Person by the issuer on August 11, 2014, which shares vest in four (4) annual installments beginning on August 11, 2015 as follows: 2,610 shares vest on August 11, 2015, and 2,611 shares vest on each of August 11, 2016, August 11, 2017, and August 11, 2018; 19,183 shares of restricted stock issued to the Reporting Person by the Issuer on December 5, 2014, which shares vest in four (4) annual installments beginning on December 5, 2015 as follows: 4,795 shares vest on December 5, 2015, and 4,796 shares vest on each of December 5, 2016, December 5, 2017, and December 5, 2018; and 27,537 shares of restricted stock issued to the Reporting Person by the Issuer on March 30, 2016, which shares vest in four (4) annual installments beginning on March 30, 2017 as follows: 6,884 shares vest on each of March 30, 2017, March 30, 2018 and March 30, 2019, and 6,885 shares vest on March 30, 2020. |
| 2. On August 11, 2014, options to purchase 34,729 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on August 11, 2015 as follows: 8,682 shares vest on each of August 11, 2015, August 11, 2016 and August 11, 2017, and 8,683 shares vest on August 11, 2018. 8,682 of the outstanding August 11, 2014 options are vested and 26,047 are unvested. |
| 3. On December 5, 2014, options to purchase 177,618 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on December 5, 2015 as follows: 44,404 options vest on each of December 5, 2015 and December 5, 2017, and 44,405 options vest on each of December 5, 2016 and December 5, 2018. 44,404 of the outstanding December 5, 2014 options are vested and 133,214 are unvested. |
| 4. On March 30, 2016, options to purchase 132,170 shares were granted to the Reporting Person by the Issuer. The options vest and are exercisable in four (4) annual installments beginning on March 30, 2017 as follows: 33,042 options vest on each of March 30, 2017 and March 30, 2019, and 33,043 options vest on each of March 30, 2018 and March 30, 2020. All March 30, 2016 options are unvested. |
| Remarks: |
| Anthony M. Romano | 04/01/2016 | |
| ** 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. | ||
