FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * KYEES JOHN E 2. Issuer Name and Ticker or Trading Symbol DESTINATION XL GROUP, INC. [ DXLG ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O VERA BRADLEY, INC., 2208 PRODUCTION ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
2/3/2020
(Street)
FORT WAYNE, IN 46808
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock (1) $1.08  2/3/2020    A     16780       (2)  (3) Common Stock  16780  $1.08  16780  D 
 

Explanation of Responses:
(1)  Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer, Board Chair and committee chairperson fees.
(2)  Each share of deferred stock is the economic equivalent of one share of common stock. The shares of deferred stock become payable in common stock at the expiration of the 3-year deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.
(3)  There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KYEES JOHN E
C/O VERA BRADLEY, INC.
2208 PRODUCTION ROAD
FORT WAYNE, IN 46808
X



Signatures
Robert S. Molloy, Attorney-in-Fact for John E. Kyees 2/5/2020
**Signature of Reporting Person Date
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