X0306 4 2015-04-01 0000887150 HAMPSHIRE GROUP LTD HAMP 0001107331 FIALKOFF BRETT C/O HAMPSHIRE GROUP, LIMITED 114 WEST 41ST STREET NEW YORK NY 10036 1 Common Stock 2015-04-01 4 A 0 3807 2.10150 A 99537 D Common Stock 2015-04-01 4 A 0 23105 0.4328 A 122642 D Common Stock 1900 I By self as UTMA custodian for daughter Common Stock 1500 I By wife as UTMA custodian for daughter These shares were acquired pursuant to the Company's Non-Employee Directors Stock Fee Election Program in a transaction exempt from Section 16 under Rule 16b-3(d). Under this Plan, a non-employee director may elect in advance to have all or a portion of their quarterly cash retainer used to purchase common stock at a price per share equal to the weighted average of the sale prices of the common stock (the "Weighted Average Sale Price"), as reported on the OTC Market for the last ten (10) trading days of the calendar quarter preceding the quarter when director fees are paid, except as provided in the next sentence. These shares represent the pro rata portion of the directors fees payable for the first quarter of 2015 and the price as shown above reflects the Weighted Average Sale Price calculated for the last ten (10) trading days preceding the reporting person's appointment as a director on January 18, 2015. These shares were acquired pursuant to the Company's Non-Employee Directors Stock Fee Election Program in a transaction exempt from Section 16 under Rule 16b-3(d). Under this Plan, a non-employee director may elect in advance to have all or a portion of their quarterly cash retainer used to purchase common stock at a price per share equal to the weighted average of the sale prices of the common stock (the "Weighted Average Sale Price"), as reported on the OTC Market for the last ten (10) trading days of the calendar quarter preceding the quarter when director fees are paid. The price as shown above reflects the Weighted Average Sale Price. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Brett H. Fialkoff 2015-04-02