MESDAG WILLEM

SEC source: 0000813298-20-000022 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,934

Underlying: Common Stock · 28,934 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-20-000012 · edgar.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,426,577

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.24 to $1.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2 · balance_after: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market on January 17, 2020. 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 904,223 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-20-000010 · edgar.xml · nonDerivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,384,877

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.18 to $1.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (3) to this Form 4.

F2 · balance_after: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market on January 15th and 16th, 2020. 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 862,523 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-20-000010 · edgar.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,234,877

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.10 to $1.16, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2 · balance_after: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market on January 15th and 16th, 2020. 7,522,354 of these shares are held directly by Red Mountain Partners, L.P. ("RMP") and the remaining 862,523 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-19-000110 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,291

Underlying: Common Stock · 20,291 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-19-000070 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,490

Underlying: Common Stock · 18,490 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0001209191-19-032926 · doc4.xml · derivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,720

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F1 · derivative.exercise_price: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F2 · derivative.exercise_price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $31.72, the closing price of HSII common stock on May 23, 2019.

F2 · price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $31.72, the closing price of HSII common stock on May 23, 2019.

F3 · derivative.exercise_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F3 · derivative.expiration_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F1 · derivative.underlying_shares: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

SEC source: 0000813298-19-000043 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,243

Underlying: Common Stock · 15,243 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-19-000009 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,254

Underlying: Common Stock · 12,254 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Fourth Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Fourth Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-19-000001 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 345

Underlying: Common Stock · 345 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000117 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,946

Underlying: Common Stock · 2,946 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000110 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,817

Underlying: Common Stock · 7,817 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000104 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 980

Underlying: Common Stock · 980 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000091 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,200

Underlying: Common Stock · 1,200 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000087 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,181

Underlying: Common Stock · 2,181 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000076 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,406

Underlying: Common Stock · 13,406 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000063 · edgar.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,059,877

F1 · price: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.875 to $2.00, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP LLC, and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Destination XL Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F2 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 537,523 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-18-000062 · edgar.xml · nonDerivative · entry 3

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,038,377

F5 · price: These shares of common stock were purchased by RMCP LLC on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.775 to $1.90, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP LLC, and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F6 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 516,023 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-18-000062 · edgar.xml · nonDerivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,028,377

F3 · price: These shares of common stock were purchased by RMCP LLC on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.75 to $1.775, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP LLC, and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F4 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 506,023 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-18-000062 · edgar.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 8,018,477

F1 · price: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.725 to $1.85, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP LLC, and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Destination XL Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F2 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 496,123 shares are held directly by RMCP LLC. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000813298-18-000059 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,090

Underlying: Common Stock · 4,090 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0001209191-18-033724 · doc4.xml · derivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,095

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F1 · derivative.exercise_price: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F2 · derivative.exercise_price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $38.85, the closing price of HSII common stock on May 24, 2018.

F2 · price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $38.85, the closing price of HSII common stock on May 24, 2018.

F3 · derivative.exercise_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F3 · derivative.expiration_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F1 · derivative.underlying_shares: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

SEC source: 0000813298-18-000049 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,297

Underlying: Common Stock · 17,297 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000043 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 882

Underlying: Common Stock · 882 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0001209191-18-024485 · doc4.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,966,369

F1 · price: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.675 to $1.75, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP LLC, and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Destination XL Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F2 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 444,015 shares are held directly by RMCP LLC.

SEC source: 0001209191-18-024129 · doc4.xml · nonDerivative · entry 3

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,916,369

F5 · price: These shares of common stock were purchased by RMCP LLC on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.725 to $1.75, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP LLC, and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F6 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 394,015 shares are held directly by RMCP LLC.

SEC source: 0001209191-18-024129 · doc4.xml · nonDerivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,885,769

F3 · price: These shares of common stock were purchased by RMCP LLC on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.675 to $1.80, inclusive. Each of Willem Mesdag, RMP, RMCP GP, RMCP LLC, and RMCM undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F4 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 363,415 shares are held directly by RMCP LLC.

SEC source: 0001209191-18-024129 · doc4.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 7,857,469

F1 · price: These shares of common stock were purchased by Red Mountain Capital Partners LLC ("RMCP LLC") on the open market. The price reported in Column 4 is a weighted average price per share, at prices ranging from $1.65 to $1.70, inclusive. Each of Willem Mesdag, Red Mountain Partners, L.P. ("RMP"), RMCP GP LLC ("RMCP GP"), RMCP LLC, and Red Mountain Capital Management, Inc. ("RMCM") undertakes to provide to Destination XL Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased.

F2 · balance_after: 7,522,354 of these shares are held directly by RMP and the remaining 335,115 shares are held directly by RMCP LLC.

SEC source: 0000813298-18-000022 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 857

Underlying: Common Stock · 857 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000015 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,530

Underlying: Common Stock · 1,530 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000009 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,943

Underlying: Common Stock · 10,943 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-18-000002 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 697

Underlying: Common Stock · 697 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-17-000103 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,250

Underlying: Common Stock · 2,250 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Third Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Third Amended and Restated Non-Employee Director Compensation Plan.

SEC source: 0000813298-17-000095 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,111

Underlying: Common Stock · 14,111 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer and chairperson fee.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0000813298-17-000090 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 394

Underlying: Common Stock · 394 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0001084961-17-000113 · wf-form4_150465820008537.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below.

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below.

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below.

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · Please refer to Remarks below.

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,371

F1 · shares: Grant to Willem Mesdag, for service on the Issuer's board of directors, of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2017 Incentive Award Plan. Deferred stock units will be converted into shares of Issuer common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the date Mr. Mesdag is no longer a member of the Issuer's Board of Directors.

SEC source: 0000813298-17-000085 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,973

Underlying: Common Stock · 1,973 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0000813298-17-000074 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,133

Underlying: Common Stock · 14,133 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for: (i) participation in meetings of the Board of Directors and/or its committees; and (ii) quarterly annual retainer.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0001084961-17-000083 · wf-form4_149850935294489.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below.

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below.

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below.

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · Please refer to Remarks below.

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,376

F1 · shares: Grant to Willem Mesdag, for service on the Issuer's board of directors, of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2013 Incentive Compensation Plan. Deferred stock units will be converted into shares of Issuer common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the date Mr. Mesdag is no longer a member of the Issuer's Board of Directors.

SEC source: 0001209191-17-038220 · doc4.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Please refer to Remarks below

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 3 and Remarks below

Disclosed balance after: 2,326,108

F1 · shares: In connection with a secondary offering of shares of common stock of Air Transport Services Group, Inc. (the "Common Stock") by Red Mountain Partners, L.P. ("RMP") pursuant to an underwriting agreement and prospectus supplement and accompanying prospectus, each dated May 31, 2017 (the "Secondary Offering"), RMP, as selling shareholder, sold 4,377,330 shares of Common Stock to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, at a price of $22.42 per share. The Secondary Offering closed on June 6, 2017.

F2 · balance_after: Each of the reporting persons hereunder ceased to be a beneficial owner of more than 10% of the Common Stock as of June 6, 2017, following the closing of the Secondary Offering.

F3 · ownership.nature: These shares are held by RMP.

SEC source: 0001084961-17-000062 · wf-form4_149669722372318.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below.

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below.

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below.

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · Please refer to Remarks below.

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 41,414

F1 · shares: Grant to Willem Mesdag, for service on the Issuer's board of directors, of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2013 Incentive Compensation Plan. Deferred stock units will be converted into shares of Issuer common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the date Mr. Mesdag is no longer a member of the Issuer's Board of Directors.

SEC source: 0000813298-17-000066 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,500

Underlying: Common Stock · 2,500 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0001209191-17-036084 · doc4.xml · derivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,199

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F1 · derivative.exercise_price: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

F2 · derivative.exercise_price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $22.30, the closing price of HSII common stock on May 25, 2017.

F2 · price: The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $22.30, the closing price of HSII common stock on May 25, 2017.

F3 · derivative.exercise_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F3 · derivative.expiration_date: The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

F1 · derivative.underlying_shares: Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

SEC source: 0000813298-17-000062 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,725

Underlying: Common Stock · 10,725 shares

Expires not disclosed

F2 · security: Shares issued pursuant to the Director's elected form of compensation for quarterly annual retainer.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0000813298-17-000034 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,339

Underlying: Common Stock · 1,339 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for participation in meetings of the Board of Directors and/or its committees.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan (as amended).

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Amended and Restated Non-Employee Director Compensation Plan (as amended).

SEC source: 0001209191-17-020626 · doc4.xml · nonDerivative · entry 3

MESDAG WILLEM · CIK 0001374566 · Please refer to Remarks below

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 4 and Remarks below

Disclosed balance after: 6,703,438

F4 · price: These shares of Common Stock were sold by RMP on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $15.85 to $16.15, inclusive. Each of RMP, RMCP GP, RMCP LLC, RMCM, and Mr. Mesdag undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold.

F2 · ownership.nature: These shares are held by RMP.

SEC source: 0001209191-17-020626 · doc4.xml · nonDerivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Please refer to Remarks below

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 3 and Remarks below

Disclosed balance after: 6,771,690

F3 · price: These shares of Common Stock were sold by RMP on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $16.45 to $16.98, inclusive. Each of RMP, RMCP GP, RMCP LLC, RMCM, and Mr. Mesdag undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold.

F2 · ownership.nature: These shares are held by RMP.

SEC source: 0001209191-17-020626 · doc4.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Please refer to Remarks below

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote 1 and Remarks below

Disclosed balance after: 6,983,247

F1 · price: These shares of Common Stock were sold by Red Mountain Partners, L.P. ("RMP") on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.62, inclusive. Each of RMP, RMCP GP LLC ("RMCP GP"), Red Mountain Capital Partners LLC ("RMCP LLC"), Red Mountain Capital Management, Inc. ("RMCM"), and Willem Mesdag undertakes to provide to Air Transport Services Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold.

F2 · ownership.nature: These shares are held by RMP.

SEC source: 0001084961-17-000028 · wf-form4_148850933503010.xml · nonDerivative · entry 1

MESDAG WILLEM · CIK 0001374566 · Director

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · Please refer to Remarks below.

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · Please refer to Remarks below.

RMCP GP LLC · CIK 0001374606 · Please refer to Remarks below.

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · Please refer to Remarks below.

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,272

F1 · shares: Grant to Willem Mesdag, for service on the Issuer's board of directors, of deferred stock units under the terms of a non-employee director deferred compensation plan established under the 2013 Incentive Compensation Plan. Deferred stock units will be converted into shares of Issuer common stock on a one-for-one basis upon distribution. The distribution of shares of common stock will occur within 10 business days following the date Mr. Mesdag is no longer a member of the Issuer's Board of Directors.

SEC source: 0000813298-17-000017 · edgar.xml · derivative · entry 2

MESDAG WILLEM · CIK 0001374566 · Director · 10% owner

RMCP GP LLC · CIK 0001374606 · 10% owner

RED MOUNTAIN CAPITAL MANAGEMENT INC · CIK 0001374607 · 10% owner

RED MOUNTAIN CAPITAL PARTNERS LLC · CIK 0001374588 · 10% owner

RED MOUNTAIN PARTNERS, L.P. · CIK 0001374603 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000

Underlying: Common Stock · 1,000 shares

Expires not disclosed

F2 · security: Deferred stock issued pursuant to the Director's elected form of compensation for quarterly annual retainer.

F3 · derivative.exercise_date: 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 separation from service deferral period as elected by the Reporting Person under the terms of the Second Amended and Restated Non-Employee Director Compensation Plan.

F4 · derivative.expiration_date: There is no set expiration date. Deferred Stock termination events are set forth in the Amended and Restated Non-Employee Director Compensation Plan.