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.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 61)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
| Destination XL Group, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 25057L102 |
| (CUSIP Number) |
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes Barre Blvd.
Wilkes-Barre, Pennsylvania 18702
(570) 822-6277
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 9, 2020
(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 ☐.
CUSIP No. 25057L102 |
13D |
| 1. | Names of Reporting Persons
Seymour Holtzman |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
PF |
| 5. | Check
if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization
United States of America |
Number
of |
7. | Sole Voting Power
4,092,018 (1) |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
4,092,018 (1) | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person
4,092,018 (1) – See Item 5. |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent
of Class Represented by Amount in Row 11 |
| 14. | Type
of Reporting Person (See Instructions) |
| (1) | Includes 339,594 shares of Common Stock owned by Jewelcor Management, Inc. Mr. Holtzman is an indirect controlling shareholder of Jewelcor Management, Inc. |
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CUSIP No. 25057L102 |
13D |
| 1. | Names of Reporting Persons
Evelyn Holtzman |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
NA | 5. | Check
if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization
United States of America |
Number of |
7. | Sole Voting Power
0 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
0 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person
See Item 5. |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent
of Class Represented by Amount in Row 11 |
| 14. | Type
of Reporting Person (See Instructions) |
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CUSIP No. 25057L102 |
13D |
| 1. | Names of Reporting Persons
Jewelcor Management, Inc. 23-2331228 |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only
|
| 4. | Source of Funds (See Instructions)
NA |
| 5. | Che
ck
if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) |
| 6. | Citizenship or Place of Organization
Nevada |
Number of |
7. | Sole Voting Power
339,594 |
| 8. | Shared Voting Power
0 | |
| 9. | Sole Dispositive Power
339,594 | |
| 10. | Shared Dispositive Power
0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person
339,594 - See Item 5. |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
| 13. | Percent
of Class Represented by Amount in Row 11 |
| 14. | Type
of Reporting Person (See Instructions) |
This Amendment No. 61 amends and supplements the Schedule 13D, dated November 27, 1998, as amended to date (the “Schedule 13D”), originally filed with the Securities and Exchange Commission by Jewelcor Management, Inc. (“JMI”) and others with respect to the common stock, $.01 par value (the “Common Stock”), of Destination XL Group, Inc. (FKA Casual Male Retail Group, Inc.), a Delaware corporation (the “Issuer”). The address of the principal business and principal offices of the Issuer is 555 Turnpike Street, Canton, Massachusetts, 02021.
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| CUSIP No. 25057L102 | 13D |
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
The transaction has been effected primarily for investment purposes.
On January 24, 2019, the Issuer’s Board voted to adopt an independent Board chairperson structure and elected John Kyees as the Issuer’s new independent, non-executive Chairman, replacing Mr. Holtzman. Mr. Holtzman continued to serve as a director of the Issuer and continued to receive his annual compensation of $176,000 as a director and an annual base salary of $24,000 for his services as an employee of the Issuer through August 7, 2020.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of November 10, 2020, the Reporting Persons, except for JMI, included in this filing may be deemed to be the beneficial owners of 4,092,018 shares of the Issuer’s Common Stock, representing an aggregate of approximately 7.9% of the outstanding shares of the Issuer’s Common Stock based upon the 51,554,917 shares of Common Stock outstanding as of August 15, 2020 as reported by the Issuer in its Form 10-Q filed on August 27, 2020. Such amount includes 339,954 shares of Common Stock owned by JMI. Mr. Holtzman is an indirect controlling shareholder of JMI.
As of November 10, 2020, JMI beneficially owns 339,954 shares of the Issuer’s Common Stock, representing an aggregate of approximately 0.66% of the outstanding shares of the Issuer’s Common Stock. Mr. Holtzman is an indirect controlling shareholder of JMI.
As of November 10, 2020, the Reporting Persons beneficially own an aggregate of 4,092,018 shares of the Issuer’s Common Stock, representing an aggregate of approximately 7.9% of the outstanding shares of the Issuer’s Common Stock based upon the 51,554,917 shares of Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented as follows:
On January 24, 2019, the Issuer’s Board voted to adopt an independent Board chairperson structure and elected John Kyees as the Issuer’s new independent, non-executive Chairman, replacing Mr. Holtzman. Mr. Holtzman continued to serve as a director of the Issuer and continued to receive his annual compensation of $176,000 as a director and an annual base salary of $24,000 for his services as an employee of the Issuer through August 7, 2020.
If the Issuer engages Mr. Holtzman’s services to assist it in a specific and significant corporate transaction or event, the Issuer’s Compensation Committee, at its discretion, has the right to grant Mr. Holtzman a bonus for his additional services.
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| CUSIP No. 25057L102 | 13D |
SIGNATURES
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.
| November 10, 2020 | |
| (Date) | |
| /S/ Seymour Holtzman | |
Seymour Holtzman |
|
/S/ Evelyn Holtzman |
|
Evelyn Holtzman |
| JEWELCOR MANAGEMENT, INC. | ||
| By: | /S/ Seymour Holtzman | |
| Name: | Seymour Holtzman | |
| Title: | President | |
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