X0206 3 2013-06-04 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 1809525 I See Footnotes Common Stock Warrants 5.00 2013-06-04 2018-06-04 Common Stock 250000 I See Footnotes These securities are held by investment funds (including Delta Institutional, LP), the general partner and/or investment manager of which is directly or indirectly controlled by Remy W. Trafelet (Mr. Trafelet). In such capacity, Mr. Trafelet may be deemed to beneficially own the reported securities. These securities are held by investment funds (including Delta Institutional, LP) for which Trafelet Capital Management, L.P. ("TCM") serves as investment manager. Trafelet & Company, LLC ("TC") serves as the general partner of TCM. In their respective capacities, each of TCM and TC may be deemed to beneficially own the reported securities. These securities are held by investment funds (including Delta Institutional, LP) for which Trafelet & Company Advisors, LLC ("TCA") serves as general partner. In such capacity, TCA may be deemed to beneficially own the reported securities. 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. As of June 4, 2013, Delta Institutional, LP directly owns 1,509,296 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. /s/ TRAFELET CAPITAL MANAGEMENT, L.P., by Trafelet & Company, LLC, the General Partner, by Remy Trafelet, Managing Member 2013-06-13 /s/ TRAFELET & COMPANY, LLC, by Remy Trafelet, Managing Member 2013-06-13 /s/ TRAFELET & COMPANY ADVISORS, LLC, by Remy Trafelet, Managing Member 2013-06-13 /s/ DELTA INSTITUTIONAL, LP, by Trafelet & Company Advisors, LLC, the General Partner, by Remy Trafelet, Managing Member 2013-06-13 /s/ REMY TRAFELET 2013-06-13