0000929638-13-000366.txt : 20130605 0000929638-13-000366.hdr.sgml : 20130605 20130605171201 ACCESSION NUMBER: 0000929638-13-000366 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130605 DATE AS OF CHANGE: 20130605 GROUP MEMBERS: DELTA INSTITUTIONAL LP GROUP MEMBERS: REMY TRAFELET GROUP MEMBERS: TRAFELET & CO ADVISORS LLC GROUP MEMBERS: TRAFELET & CO LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61619 FILM NUMBER: 13895002 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAFELET CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001387672 IRS NUMBER: 205985013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 trafelet_xcel-sch13g0613.htm AMENDMENT NO.1 TO SCHEDULE 13G trafelet_xcel-sch13g0613.htm
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                           UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
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SCHEDULE 13G
 
  
 
Under the Securities Exchange Act of 1934
 
  
 
(Amendment No. 1)*
  

 
XCel Brands, Inc.
  
 
(Name of Issuer)
  

 
Common Stock, $.001 par value
  
 
(Title of Class of Securities)
  

 
98400M101
  
 
(CUSIP Number)
  

 
February 1, 2013
  
 
(Date of Event which Requires Filing of this Statement)
  


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]           Rule 13d-1(b)

[x]           Rule 13d-1(c)

[ ]           Rule 13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Delta Institutional, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
457,867 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
457,867 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
457,867 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
6.19%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet & Company Advisors, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
666,667 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
666,667 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
666,667 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
9.01%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet Capital Management, L.P.
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
666,667 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
666,667 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
666,667 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
9.01%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)

 
 
 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Trafelet & Company, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
666,667 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
666,667 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
666,667 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
9.01%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Remy Trafelet
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
666,667 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
8    Shared Dispositive Power
 
666,667 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
666,667 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
11
Percent of Class Represented by Amount in Row (9)*
 
9.01%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN

 
 
 
Item 1.
  

(a)
Name of Issuer
 
XCel Brands, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
475 Tenth Ave, 4th Floor 
New York, NY 10018
 

Item 2.
  

(a)
Name of Person Filing
 
Delta Institutional, LP
Trafelet & Company Advisors, LLC
Trafelet Capital Management, L.P.
Trafelet & Company, LLC
Remy Trafelet
 
(b)
Address of Principal Business Office or, if none, Residence
 
590 Madison Ave
26th Floor
New York, NY 10022
 
(c)
Citizenship
 
Delta Institutional, LP - Delaware
Trafelet & Company Advisors, LLC - Delaware
Trafelet Capital Management, L.P. - Delaware
Trafelet & Company, LLC - Delaware
Remy Trafelet - United States
 
(d)
Title of Class of Securities
 
Common Stock, $.001 par value
(e)
CUSIP Number
 
98400M101

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership**

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of February 1, 2013, Delta Institutional, LP owned 457,867 shares of Common Stock, which is 6.19% of the Issuer’s outstanding Common Stock.  Trafelet & Company Advisors, LLC and Trafelet Capital Management, L.P. owned 666,667 shares of Common Stock, which is 9.01% of the Issuer’s outstanding Common Stock.  The percentages herein are calculated based upon the aggregate total of the 7,399,970 shares of Common Stock issued and outstanding as of January 24, 2013, as reported on the Issuer’s Form 8-K filed with the SEC on January 24, 2013.

(a)
Amount Beneficially Owned**
 
 
Delta Institutional, LP- 457,867 shares
Trafelet & Company Advisors, LLC - 666,667 shares
Trafelet Capital Management, L.P. - 666,667 shares
Trafelet & Company, LLC  - 666,667 shares
Remy Trafelet  - 666,667 shares
 
(b)
Percent of Class
 
Delta Institutional, LP - 6.19%
Trafelet & Company Advisors, LLC – 9.01%
Trafelet Capital Management, L.P.  - 9.01%
Trafelet & Company, LLC  - 9.01%
Remy Trafelet  - 9.01%
 

 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
 
Delta Institutional, LP - 0 shares
Trafelet & Company Advisors, LLC - 0 shares
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Delta Institutional, LP - 457,867 shares
Trafelet & Company Advisors, LLC - 666,667 shares
Trafelet Capital Management, L.P. - 666,667 shares
Trafelet & Company, LLC  - 666,667 shares
Remy Trafelet  - 666,667 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
   
 
Delta Institutional, LP - 0 shares
Trafelet & Company Advisors, LLC - 0 shares
Trafelet Capital Management, L.P.  - 0 shares
Trafelet & Company, LLC  - 0 shares
Remy Trafelet  - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Delta Institutional, LP - 457,867 shares
Trafelet & Company Advisors, LLC - 666,667 shares
Trafelet Capital Management, L.P. - 666,667 shares
Trafelet & Company, LLC  - 666,667 shares
Remy Trafelet  - 666,667 shares
 

** Trafelet & Company Advisors, LLC and Trafelet Capital Management, L.P. serve as the general partner and the investment manager, respectively, of Delta Institutional, LP.  Shares otherwise reported herein are held by several private investment funds (including Delta Institutional, LP holdings reported herein) for which Trafelet & Company Advisors, LLC and Trafelet Capital Management, L.P. serve as the general partner and the investment manager, respectively.  Trafelet & Company, LLC serves as the general partner of Trafelet Capital Management, L.P. and Remy Trafelet serves as managing member of both Trafelet & Company Advisors, LLC and Trafelet & Company, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
  Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.

 
 
 
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.

June 5, 2013

 
DELTA INSTITUTIONAL, LP
   
 
By: Trafelet & Company Advisors, LLC,
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY ADVISORS, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET CAPITAL MANAGEMENT, L.P.
   
 
By: Trafelet & Company, LLC
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
REMY TRAFELET
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Individually

EX-99.1 2 trafelet_xcelex991.htm JOINT FILER AGREEMENT trafelet_xcelex991.htm
Exhibit 99.1
JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of June 5, 2013, is by and among Delta Institutional, LP, Trafelet & Company Advisors, LLC, Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet (collectively, the "Filers").

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, $0.001 par value of XCel Brands, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 
DELTA INSTITUTIONAL, LP
   
 
By: Trafelet & Company Advisors, LLC,
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY ADVISORS, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET CAPITAL MANAGEMENT, L.P.
   
 
By: Trafelet & Company, LLC
 
its General Partner
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
TRAFELET & COMPANY, LLC
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Managing Member
   
   
 
REMY TRAFELET
   
 
By: /s/ Remy Trafelet
 
Remy Trafelet, Individually