13D Filing: Tengram Capital Associates, LLC and Differential Brands Group Inc. (DFBG)

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Page 4 of 17 – SEC Filing

CUSIP No. 25374L108
1. Name of Reporting Person:
Tengram Capital Associates, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨
(b)  ¨
3. SEC Use Only
4. Source of Funds (See Instructions)
OO
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
6. Citizenship or Place of Organization
Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

7. Sole Voting Power
-0- 
8. Shared Voting Power
1,517,774(4)
9. Sole Dispositive Power
-0- 
10. Shared Dispositive Power
1,517,774(4)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,774(4)
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
¨
13. Percent of Class Represented by Amount in Row (11)
11.4%(5)
14. Type of Reporting Person (See Instructions)
HC

(4) Consists of 1,363,306 shares of Common Stock held directly
by Tengram Fund I, 112,559 shares of Common Stock held directly by TCA and 41,909 shares of Common Stock held directly by RG II
Blocker, LLC. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker, LLC. Matthew Eby and William Sweedler
are the co-managing members of TCA. Each of Matthew Eby, William Sweedler, TCA and Tengram Fund I may be deemed to share the voting
and dispositive power of the above shares.

(5) Based on approximately 13,297,854 shares of Common
Stock issued and outstanding as of May 8, 2017, as provided by the Issuer.

4

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