X0306 4 2021-09-14 0000813298 DESTINATION XL GROUP, INC. DXLG 0001374566 MESDAG WILLEM C/O RED MOUNTAIN CAPITAL MANAGEMENT, INC 1999 AVENUE OF THE STARS, STE 1100 LOS ANGELES CA 90067 1 0 0 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 1999 AVENUE OF THE STARS SUITE 1100 LOS ANGELES CA 90067 0 0 0 1 See remarks 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 1999 AVENUE OF THE STARS SUITE 1100 LOS ANGELES CA 90067 0 0 0 1 See remarks 0001374606 RMCP GP LLC 1999 AVENUE OF THE STARS SUITE 1100 LOS ANGELES CA 90067 0 0 0 1 See remarks 0001374603 RED MOUNTAIN PARTNERS, L.P. 1999 AVENUE OF THE STARS SUITE 1100 LOS ANGELES CA 90067 0 0 0 1 See remarks Common Stock, $0.01 par value 2021-09-14 4 S 0 5733076 5.8347 D 3058961 I See Footnote Common Stock, $0.01 par value 2021-09-15 4 J 0 528409 0.00 D 2530552 I See Footnote Represents the $6.10 public offering price less the underwriting discount for shares sold pursuant to an underwriting agreement dated September 9, 2021. 1,260,869 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 1,269,683 shares are held directly by Red Mountain Capital Partners LLC ("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. On September 15, 2021, RMP made a distribution in-kind for no consideration to its equity holders. Includes shares received by RMCP and RMCM and certain estate planning vehicles affiliated with Mr. Mesdag in the above-referenced in-kind distribution pursuant to the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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. This filing constitutes an exit filing for the reporting persons other than Mr. Mesdag as the reporting persons (other than Mr. Mesdag) are no longer subject to Section 16 of the Exchange Act as a result of the transactions reported herein. Willem Mesdag (on behalf of himself and the Other Reporting Persons) 2021-09-16