X0306 4 2014-05-13 0000887150 HAMPSHIRE GROUP LTD HAMP 0001527525 Buxbaum Paul C/O HAMPSHIRE GROUP, LIMITED 114 WEST 41ST STREET NEW YORK NY 10036 1 1 1 Ch of the Bd, President & CEO Common Stock 2014-05-13 4 J 0 33000 D 2707534 I By BGY II, LLC Common Stock 2014-05-13 4 J 0 33000 A 33000 I By BGY III, LLC Common Stock 50000 I By Paul M. Buxbaum Revocable Trust U/A/D 11/4/97 On the Transaction Date, BGY II, LLC ("BGY II") contributed 33,000 shares to BGY III, LLC. All of the limited liability company interests of BGY III, LLC are owned by BGY II except that one individual (who is not an Equityholder (as defined below)) owns the profits interest in BGY III, LLC. Originally received by BGY II pursuant to the terms of the Agreement and Plan of Merger, dated as of June 13, 2011, as amended, among Hampshire Group, Limited (the "Issuer"), RG Merger Sub, S.A., a Honduran sociedad anonima and a wholly owned subsidiary of the Issuer, Rio Garment S. de R.L., a limited liability company organized under the laws of Honduras ("Rio), the equityholders of Rio, including the reporting person (the "Equityholders") and BGY II as equityholders' representative (as amended, the "Merger Agreement"). The reporting person owns an interest in BGY II. The Equityholders have executed an Equityholders' Representative and Distribution of Proceeds Agreement (the "Distribution of Proceeds Agreement"), pursuant to which the cash paid, and the common stock issued, to BGY II by the Issuer pursuant to the Merger Agreement is to be distributed among the Equityholders pursuant to the terms of such Distribution of Proceeds Agreement. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. /s/ Paul M. Buxbaum 2014-05-15