Hampshire Form 4 HAMPSHIRE / Benjamin C. Yogel 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^*

Yogel Benjamin C.

(Last) (First) (Middle)

C/O HAMPSHIRE GROUP, LIMITED

114 WEST 41ST STREET

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HAMPSHIRE GROUP LTD [ HAMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

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	07/01/2015		A		52,823(1)	A	$0.1893(1)	99,778	D
Common Stock								113,441	I	By YIH III, LLC(2)
Common Stock								223,069	I	By YIH IV, LLC(3)
Common Stock								33,000(4)	I	By BGY III, LLC(4)

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

Explanation of Responses:

1. These shares were acquired pursuant to the Company's Non-Employee Directors Stock Fee Election Program in a transaction exempt from Section 16 under Rule 16b-3(d). Under this Plan, a non-employee director may elect in advance to have all or a portion of their quarterly cash retainer used to purchase common stock at a price per share equal to the weighted average of the sale prices of the common stock (the "Weighted Average Sale Price"), as reported on the OTC Market for the last ten (10) trading days of the calendar quarter preceding the quarter when director fees are paid. The price as shown above reflects the Weighted Average Sale Price.

2. Mr Yogel indirectly owns all of YIH III, LLC ("YIH III") through Metropolitan Retail Capital, LLC ("MRC"). Mr. Yogel is the sole member of MRC.

3. Mr Yogel indirectly owns all of YIH IV, LLC through MRC. Mr. Yogel is the sole member of MRC.

4. All of the limited liability company interests of BGY III, LLC are owned by BGY II, LLC except that one individual (who is not the reporting person) owns the profits interest in BGY III, LLC. YIH III is a member of BGY II. Mr. Yogel has an indirect pecuniary interest in certain of these shares through YIH III. See note (2) above.

	/s/ Benjamin C. Yogel	07/06/2015
	** 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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