Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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DESTINATION XL GROUP, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
25065K104 (CUSIP Number) |
Kenneth Mantel, Esq. Olshan Frome Wolosky LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 25065K104 |
| 1 |
Name of reporting person
Fund 1 Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,758,261.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
DESTINATION XL GROUP, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
555 TURNPIKE STREET, CANTON,
MASSACHUSETTS
, 02021. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:On December 19, 2024, the Reporting Person delivered a letter to Lionel F. Conacher, Chairman of Board of the Issuer, including a non-binding proposal (the "Proposal") to acquire all the outstanding Shares that the Reporting Person and its affiliates do not already own at a price of $3.00 per share in cash, subject to the completion of confirmatory due diligence and negotiation of t
he terms of a definitive agreement. The Proposal represents a 34% premium to the closing price of the Shares on December 18, 2024, and does not include a financing condition.In the letter, the Reporting Person expressed its belief that the Issuer would be better served outside of the public markets, and that the Proposal offers stockholders an opportunity to derisk their investment at a premium valuation, providing an attractive liquidity option and certainty of value. The Reporting Person also stated that it has reviewed the publicly available information regarding the Company and expects to be able to conduct an expedited due diligence review, and the Reporting Person is prepared to enter into a confidentiality agreement to commence such due diligence immediately.The Reporting Person noted its history of constructive engagement positioning consumer and retail companies for future success and growth. The Reporting Person expressed its readiness to meet with the Issuer and its representatives as soon as possible to discuss the Proposal in further detail, and its intention of working with the Board on executing a transaction that will benefit the Issuer's stockholders, employees and customers.The letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:99.1 - Letter, dated December 19, 2024 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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