Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Eby Matthew
2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2016
3. Issuer Name and Ticker or Trading Symbol
Differential Brands Group Inc. [DFBG]
(Last)
(First)
(Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC, 15 RIVERSIDE AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WESTPORT, CT 06880
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.10 per share 1,245,418
I
See Footnote (1)
Common Stock, par value $0.10 per share 410,345
I
See Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   (3)   (3) Common Stock 4,480,287 (3) $ (3) I See Footnote (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eby Matthew
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
  X   X    

Signatures

/s/ Matthew Eby 02/08/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Securities directly owned by TCP RG, LLC. TCP RG, LLC is managed by its managing member Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I"). Tengram Capital Associates, LLC ("TCA") is the general partner of Tengram Fund I. William Sweedler and Matthew Eby are the managing members of TCA. Each of Tengram Fund I, TCA, Mr. Sweedler and Mr. Eby may be deemed a beneficial owner of securities held by TCP RG, LLC, but disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein.
(2) Securities directly owned by TCP RG II, LLC. TCP RG II, LLC is managed by its managing member Tengram Fund I. TCA is the general partner of Tengram Fund I. Mr. Sweedler and Mr. Eby are the managing members of TCA. Each of Tengram Fund I, TCA, Mr. Sweedler and Mr. Eby may be deemed a beneficial owner of securities held by TCP RG II, LLC, but disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein.
(3) 50,000 shares of Series A Convertible Preferred Stock held by TCP Denim, LLC is convertible, at the option of the holder thereof, at any time and without the payment of additional consideration by such holder, into such number of fully paid and non-assessable shares of common stock as is determined by dividing $1,000 per share of the Series A Convertible Preferred Stock, plus the amount of accumulated and accrued and unpaid dividends thereon as of the conversion date, by the conversion price in effect at the time of conversion. The conversion price, which is adjustable, is initially $11.16 and, as set forth in the certificate of designation, will be subject to certain adjustments that are typical for convertible preferred stock of this type and such adjustments may increase the number of shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock.
(4) TCP Denim, LLC is managed by its sole member Tengram Capital Partners Fund II, L.P. ("Tengram Fund II"). Tengram Capital Associates II, LLC ("TCA II") is the general partner of Tengram Fund II. Mr. Sweedler and Mr. Eby are the managing members of TCA II. Each of Tengram Fund II, TCA II, Mr. Sweedler and Mr. Eby may be deemed a beneficial owner of securities held by TCP Denim, LLC, but disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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 currently valid OMB number.