X0306 4 2016-01-28 0 0000844143 Differential Brands Group Inc. DFBG 0001410854 Sandhu Hamish C/O DIFFERENTIAL BRANDS GROUP INC. 1231 S. GERHART AVE. COMMERCE CA 90022 0 1 0 0 Chief Financial Officer Common Stock 2016-01-28 4 F 0 989 5.7 D 5493 D In accordance with the terms of the Amended and Restated 20014 Stock Incentive Plan and the RSU agreement between the Company and the Reporting Person, the remaining grant of RSUs held by the Reporting Person accelerated vesting in connection with the consummation of the merger with RG Parent LLC and the Company. As a result, the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the Reporting Person. /Hamish Sandhu/ 2016-09-30