kbrg_sc13ga-differential.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
Differential Brands Group Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
25374L108
(CUSIP Number)
 
Knight’s Bridge RG Holdings LLC – 181 Bay Street Suite 3830 Toronto, Ontario Canada M5J 2T3
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 12, 2016
(Date of Event which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
* 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).
 
 
 
 
 
 
 
CUSIP No. 25374L108
 
1.
NAMES OF REPORTING PERSONS
    
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
       
 
Knight’s Bridge RG Holdings LLC
    
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(see instructions)
    
 
(a) o
    
 
(b) o
    
3.
SEC USE ONLY
    
       
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
    
       
 
DELAWARE
    
   
5.
SOLE VOTING POWER
  NUMBER OF SHARES   
0
  BENEFICIALLY
6.
SHARED VOTING POWER
  OWNED BY   
0
   EACH REPORTING
7.
SOLE DISPOSITIVE POWER
   PERSON WITH:  
0
   
8.
SHARED DISPOSITIVE POWER
     
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
    
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES      o
 
(see instructions)
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0%
    
12.
TYPE OF REPORTING PERSON (see instructions)
  
 
OO
    
 

 
2
 
 
 
Item 1.
 
 
(a)
Name of Issuer
   
Differential Brands Group Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices
   
1231 South Gerhart Avenue
Commerce, CA 90022
 
Item 2.
 
 
(a)
Name of Person Filing
   
Knight’s Bridge RG Holdings LLC
     
 
(b)
Address of the Principal Office or, if none, residence
   
181 Bay Street Suite 3830
   
Toronto, Ontario
   
Canada
   
M5J 2T3
     
 
(c)
Citizenship
   
Canada
     
 
(d)
Title of Class of Securities
   
Common Stock
     
 
(e)
CUSIP Number
   
25374L108
 
Item 3. If this statement is filed pursuant to §§240.13d -1(b) or 240.13d -2(b) or (c), check whether the person filing is a:
 
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
    x If this statement is filed pursuant to Rule 13d-1(c), check this box.
 
 
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Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned: 0
     
 
(b)
Percent of class: 0%
     
 
(c)
Number of shares as to which the person has:  0

 
(i)
Sole power to vote or to direct the vote:  0
     
 
(ii)
Shared power to vote or to direct the vote:  0
     
 
(iii)
Sole power to dispose or to direct the disposition of:  0
     
 
(iv)
Shared power to dispose or to direct the disposition of:  0
 
Item 5. Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
N/A.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A.
 
Item 8. Identification and Classification of Members of the Group.
 
N/A.
 
Item 9. Notice of Dissolution of Group.
 
N/A.
 
 
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Item 10. Certification.
 
The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired are not held in connection with or as a participant in any transaction having that purpose or effect.

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.
 
 
  02/25/2016
   
 
/s/ Kenneth Finkelstein
  Signature
   
   Kenneth Finkelstein
 
Name/Title
   
 
 
 
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