SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* DiSanto Mark (Last) (First) (Middle) C/O XCEL BRANDS, INC. 475 10TH AVENUE, 4TH FLOOR (Street) NEW YORK NY 10018 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2011	3. Issuer Name and Ticker or Trading Symbol XCel Brands, Inc. [ NFBH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,000	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	(2)	10/17/2016	Common Stock	50,000	$5	D
Warrants	09/29/2011	09/29/2016	Common Stock	12,500	$0.01	I	See Footnote(3)

Explanation of Responses:

1. Represents shares held by the Mark X. DiSanto Investment Trust, of which Mr. DiSanto is trustee, and as to which Mr. DiSanto has sole voting and dispositive power.

2. Exercisable as to 16,667 shares on October 17, 2011, 16,667 shares on October 17, 2012 and 16,666 shares on October 17, 2013.

3. Represents warrants held by the Mark X. DiSanto Investment Trust, of which Mr. DiSanto is trustee, and as to which Mr. DiSanto has sole voting and dispositive power.

	/s/ Mark DiSanto	10/19/2011
	** 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 5 (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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