0001140361-13-026898.txt : 20130701 0001140361-13-026898.hdr.sgml : 20130701 20130701171538 ACCESSION NUMBER: 0001140361-13-026898 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130627 FILED AS OF DATE: 20130701 DATE AS OF CHANGE: 20130701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XCel Brands, Inc. CENTRAL INDEX KEY: 0001083220 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 760307819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 475 10TH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (347) 727-2474 MAIL ADDRESS: STREET 1: 475 10TH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: NETFABRIC HOLDINGS, INC DATE OF NAME CHANGE: 20050516 FORMER COMPANY: FORMER CONFORMED NAME: HOUSTON OPERATING CO DATE OF NAME CHANGE: 19990402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delta Institutional, LP CENTRAL INDEX KEY: 0001130143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31553 FILM NUMBER: 13945573 BUSINESS ADDRESS: STREET 1: TRAFELET & COMPANY ADVISORS, LLC STREET 2: 590 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 201-7800 MAIL ADDRESS: STREET 1: TRAFELET & COMPANY ADVISORS, LLC STREET 2: 590 MADISON AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: DELTA INSTITUTIONAL LP DATE OF NAME CHANGE: 20001218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAFELET & CO LLC CENTRAL INDEX KEY: 0001176974 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31553 FILM NUMBER: 13945574 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAFELET REMY W CENTRAL INDEX KEY: 0001297619 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31553 FILM NUMBER: 13945575 MAIL ADDRESS: STREET 1: C/O TRAFELET & COMPANY, LLC STREET 2: 590 MADISON AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAFELET & CO ADVISORS LLC CENTRAL INDEX KEY: 0001280506 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31553 FILM NUMBER: 13945576 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAFELET CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001387672 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31553 FILM NUMBER: 13945577 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-201-7800 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc1.xml FORM 4 X0306 4 2013-06-27 0 0001083220 XCel Brands, Inc. XELB 0001387672 TRAFELET CAPITAL MANAGEMENT, L.P. 590 MADISON AVENUE 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001280506 TRAFELET & CO ADVISORS LLC 590 MADISON AVENUE 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001297619 TRAFELET REMY W C/O TRAFELET CAPITAL MANAGEMENT, L.P. 590 MADISON AVE, 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001176974 TRAFELET & CO LLC 590 MADISON AVENUE 26TH FLOOR NEW YORK NY 10022 0 0 1 0 0001130143 Delta Institutional, LP C/O TRAFELET & COMPANY ADVISORS LLC 590 MADISON AVENUE, 26TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.001 par value 2013-06-27 4 S 0 167100 3.19 D 1809525 I See Footnotes Common Stock, $0.001 par value 2013-06-27 4 P 0 167100 3.19 A 1809525 I See Footnotes This Form 4 is being filed on behalf of: (i) Delta Institutional, LP (the "Fund"); (ii) Trafelet & Company Advisors, LLC ("TCA"); (iii) Trafelet Capital Management, L.P. ("TCM"); (iv) Trafelet & Company, LLC ("TC"); and (v) Remy W. Trafelet ("Mr. Trafelet"), the managing member of TC and TCA. The persons and entities referred to in items (i)-(v) hereof may be collectively referred to herein as the "Reporting Persons". TCM serves as investment manager to the Fund and two other private investment vehicles and, in such capacity, exercises voting and investment control over the shares of Common Stock of the Issuer held for the accounts of the Fund and such other private investment vehicles. TCA serves as the general partner to the Fund and such other private investment vehicles. TC serves as the general partner of TCM. Mr. Trafelet may be deemed to have indirect beneficial ownership of the shares reported herein based on his relationship with TCM and TCA. The Reporting Persons are filing this Form 4 in connection with a sale of Common Stock of the Issuer by one of the private investment vehicles of which TCA serves as general partner and TCM serves as investment manager, to two other private investment vehicles of which TCA serves as general partner and TCM serves as investment manager, one of which is the Fund, which acquired 153,732 of the total 167,100 shares sold. As of June 27, 2013, the Fund directly owns 1,663,028 shares of Common Stock and 227,291 warrants. TCM, TC, TCA and Mr. Trafelet may be deemed to beneficially own 1,809,525 shares of Common Stock and 250,000 warrants. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. /s/ TRAFELET CAPITAL MANAGEMENT, L.P., by Trafelet & Company, LLC, the General Partner, by Remy Trafelet, Managing Member 2013-07-01 /s/ TRAFELET & COMPANY, LLC, by Remy Trafelet, Managing Member 2013-07-01 /s/ TRAFELET & COMPANY ADVISORS, LLC, by Remy Trafelet, Managing Member 2013-07-01 /s/ DELTA INSTITUTIONAL, LP, by Trafelet & Company Advisors, LLC, the General Partner, by Remy Trafelet, Managing Member 2013-07-01 /s/ REMY TRAFELET 2013-07-01