Destination XL (DXLG) Form 4 DESTINATION XL / Ujjwal Dhoot 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^*

Dhoot Ujjwal

(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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2022

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	09/26/2022		M		74,292	A	$0.53	148,711	D
Common Stock, $0.01 par value	09/26/2022		M		18,115	A	$0.69	166,826	D
Common Stock, $0.01 par value	09/26/2022		M		3,449	A	$0.75	170,275	D
Common Stock, $0.01 par value	09/27/2022		S		34,400	D	$5.5(1)	135,875	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
Employee Stock Option (Right to Buy)	$0.53	09/26/2022		M			74,292	06/11/2021(2)	06/11/2030	Common Stock	74,292	$0	74,292(2)	D
Employee Stock Option (Right to Buy)	$0.69	09/26/2022		M			18,115	04/01/2022(3)	03/08/2031	Common Stock	18,115	$0	54,346(3)	D
Employee Stock Option (Right to Buy)	$0.75	09/26/2022		M			3,449	03/09/2022(4)	03/09/2031	Common Stock	3,449	$0	6,900(4)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.30 to $5.68, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

2. The non-qualified stock options represent the time-based portion of the 2020-2022 Long-Term Incentive Plan award to the Reporting Person. The options vest in four equal installments on June 11, 2021, April 1, 2022, April 1, 2023 and April 1, 2024. The unvested stock options are expected to be forfeited as a result of Mr. Dhoot's expected separation of service with the Company on October 11, 2022.

3. The non-qualified stock options represent the time-based portion of the 2021-2023 Long-Term Incentive Plan award to the Reporting Person. The options vest in four equal installments on April 1, 2022, April 1, 2023, April 1, 2024 and April 1, 2025. The unvested stock options are expected to be forfeited as a result of Mr. Dhoot's expected separation of service with the Company on October 11, 2022.

4. The non-qualified stock options represent a discretionary award to the Reporting Person pursuant to the Company's 2016 Incentive Compensation Plan. The options vest in three equal installments on March 9, 2022, March 9, 2023 and March 9, 2024. The unvested stock options are expected to be forfeited as a result of Mr. Dhoot's expected separation of service with the Company on October 11, 2022.

	Robert S. Molloy, Attorney-in-Fact for Ujjwal Dhoot	09/28/2022
	** Signature of Reporting Person	Date
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