SC 13D/A 1 formsc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1) 1

Destination XL Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
25065K104
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY 83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
May 3, 2018
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 pages)
______________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

CUSIP No. 25065K104 | Page 2 of 8 pages

1 | NAMES OF REPORTING PERSONS |  |
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |  |
J. Carlo Cannell |  |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐
| (b) | ☐
3 | SEC USE ONLY |  |
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) |  |
WC/OO |  |
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |  | ☐
6 | CITIZENSHIP OR PLACE OF ORGANIZATION |  |
USA |  |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |  |
3,680,192 |  |
8 | SHARED VOTING POWER |  |
0 |  |
9 | SOLE DISPOSITIVE POWER |  |
3,680,192 |  |
10 | SHARED DISPOSITIVE POWER |  |
0 |  |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |  |
3,680,192 |  |
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |  | ☐
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |  |
7.55%* |  |
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |  |
IN |  |

* Based on information set forth on the Form 10-K of Destination XL Group, Inc., (the “Company”) as filed with the Securities and Exchange Commission on March 23, 2018, there were 48,759,404 shares of Common Stock par value $0.01 per share (the “Shares”), of the Company issued and outstanding as of March 16, 2018.
As of May 3, 2018 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”), and collectively with Cuttyhunk, Tonga, Tristan and Tristan Offshore, the “Investment Vehicles”), held in the aggregate 3,680,192 Shares.

CUSIP No. 25065K104 | Page 3 of 8 pages

Cannell Capital LLC acts as the investment adviser to to Tonga, Tristan, Tristan Offshore, and the investor sub-advisor for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of Destination XL Group, Inc., a Delaware corporation. The address of the principal executive offices of the Company is 555 Turnpike Street, Canton, MA.
Item 2. Identity and Background

| a) | The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-advisor for the Cuttyhunk Master Portfolio and investment adviser to the following entities:
Tonga Partners, L.P.
Tristan Partners, L.P.
Tristan Offshore Fund, Ltd.
Set forth in the attached Annex “A” and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

| b) | The principal business address of the Reporting Person is:

245 Meriwether Circle
Alta, WY 83414

| c) | The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

| d) | Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

| e) | Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

| f) | The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.
Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:
The Cuttyhunk Master Portfolio: $275,585
Tonga Partners, L.P.: $993,308
Tristan Partners, L.P.: $3,942,957
Tristan Offshore Fund, Ltd.: $2,019,166
The Investment Vehicles have invested an aggregate amount of approximately $7,231,016 in the Shares.

CUSIP No. 25065K104 | Page 4 of 8 pages

Item 4. Purpose of Transaction
Mr. Cannell, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment.
Mr. Cannell files this Amendment to disclose that he has had conversations with some of the Company’s directors regarding potential improvements to the Company’s board of directors and management. Mr. Cannell also files this Amendment to disclose that he sent the Company a letter nominating four candidates for election as director at the Company’s 2018 Annual Meeting. This letter is attached as Exhibit 99. Mr. Cannell urges shareholders of the Company to monitor http://www.savedestinationxl.com/ for future updates.
Above and beyond the action summarized above, Mr. Cannell reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value.
Mr. Cannell reserves the right to engage in any of the actions specified in Items 4(a) through 4(j) of the Schedule 13D general instructions.
Except as set forth above, Mr. Cannell has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Based on information set forth in the Company’s Form 10-K as filed with the Securities and Exchange Commission on March 23, 2018, there were 48,759,404 Common Shares issued and outstanding as of March 16, 2018.
(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 3,680,192 Shares, or approximately 7.55% of the Shares deemed issued and outstanding as of the Reporting Date.
(b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.
(c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Entity | Date | Quantity | Price Per Share |  | Form Of Transaction
Cuttyhunk | 03/23/2018 | 11,094 | 2.00 |  | Buy
Tonga | 03/23/2018 | 48,870 | 2.00 |  | Buy
Tristan | 03/23/2018 | 4,347 | 2.00 |  | Buy
Tristan Offshore | 03/23/2018 | 65,788 | 2.00 |  | Buy
Cuttyhunk | 03/26/2018 | 460 | 2.00 |  | Buy
Tonga | 03/26/2018 | 2,028 | 2.00 |  | Buy
Tristan | 03/26/2018 | 180 | 2.00 |  | Buy
Tristan Offshore | 03/26/2018 | 2,732 | 2.00 |  | Buy
Cuttyhunk | 03/27/2018 | 42 | 1.86 |  | Buy
Tonga | 03/27/2018 | 187 | 1.86 |  | Buy
Tristan | 03/27/2018 | 16 | 1.86 |  | Buy
Tristan Offshore | 03/27/2018 | 255 | 1.86 |  | Buy

CUSIP No. 25065K104 | Page 5 of 8 pages

Entity | Date | Quantity | Price Per Share |  | Form Of Transaction
Cuttyhunk | 04/17/2018 | 2,389 | 1.77 |  | Buy
Tonga | 04/17/2018 | 10,521 | 1.77 |  | Buy
Tristan | 04/17/2018 | 937 | 1.77 |  | Buy
Tristan Offshore | 04/17/2018 | 14,158 | 1.77 |  | Buy
Cuttyhunk | 04/18/2018 | 750 | 1.76 |  | Buy
Tonga | 04/18/2018 | 3,306 | 1.76 |  | Buy
Tristan | 04/18/2018 | 294 | 1.76 |  | Buy
Tristan Offshore | 04/18/2018 | 4,450 | 1.76 |  | Buy

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
None

CUSIP No. 25065K104 | Page 6 of 8 pages

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2018

| Cannell Capital LLC |
| By: /s/ J. Carlo Cannell |
| Name: J. Carlo Cannell |
| Title: Managing Member |

CUSIP No. 25065K104 | Page 7 of 8 pages

Annex “A”
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Cannell Capital LLC |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Tonga Partners, L.P. |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
The Cuttyhunk Master Portfolio |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Subadviser Investment Management Wyoming, United States (1)
Tristan Partners, L.P. |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tristan Offshore Fund, Ltd. |
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2)

CUSIP No. 25065K104 | Page 8 of 8 pages

Annex “B”
Agreement Regarding the Joint Filing of Schedule 13D

1) | Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;

2) | Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: May 3, 2018

| By: /s/ J. Carlo Cannell |
| Name: J. Carlo Cannell |
| Cannell Capital LLC |
| By: /s/ J. Carlo Cannell |
| Name: J. Carlo Cannell |
| Title: Managing Member |