X0306 4 2020-08-03 0000813298 DESTINATION XL GROUP, INC. DXLG 0001374566 MESDAG WILLEM C/O RED MOUNTAIN CAPITAL MANAGEMENT, INC 10250 CONSTELLATION BLVD., SUITE 2300 LOS ANGELES CA 90067 1 0 1 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10250 CONSTELLATION BLVD. SUITE 2300 LOS ANGELES CA 90067 0 0 1 0 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10250 CONSTELLATION BLVD. SUITE 2300 LOS ANGELES CA 90067 0 0 1 0 0001374606 RMCP GP LLC 10250 CONSTELLATION BLVD. SUITE 2300 LOS ANGELES CA 90067 0 0 1 0 0001374603 RED MOUNTAIN PARTNERS, L.P. 10250 CONSTELLATION BLVD. SUITE 2300 LOS ANGELES CA 90067 0 0 1 0 Common Stock, $0.01 par value 8426577 I See Footnote Deferred Stock 0.35 2020-08-03 4 A 0 89285 0.35 A Common Stock 89285 89285 D 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 904,223 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee. Each share of deferred stock is the economic equivalent of one share of common stock. The shares of deferred stock become payable in common stock at the separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan. There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan. Willem Mesdag (on behalf of himself and the Other Reporting Persons) 2020-08-05