Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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 (the “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).

(1) Consists of 1,363,306 shares of Common Stock held directly by Tengram Capital Partners Gen2 Fund, L.P. (“Tengram Fund I”). Tengram Capital Associates, LLC (“TCA”) is the general partner of Tengram Fund I. Matthew Eby and William Sweedler are the co-managing members of TCA. Each of Matthew Eby, William Sweedler, TCA and Tengram Fund I may be deemed to share the voting and dispositive power of the above shares.

(2) Based on 13,330,849 shares of common stock, par value $0.10 per share (“Common Stock”) of Differential Brands Group Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017.

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(3) Consists of 1,363,306 shares of Common Stock held directly by Tengram Fund I, 112,559 shares of Common Stock held directly by TCA and 41,909 shares of Common Stock held directly by RG II Blocker, LLC. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker, LLC. Matthew Eby and William Sweedler are the co-managing members of TCA. Each of Matthew Eby, William Sweedler, TCA and Tengram Fund I may be deemed to share the voting and dispositive power of the above shares.

(4) Based on 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017.

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(5) Consists of 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of 10.0% Series A Convertible Preferred Stock, par value $0.10 per share (the “Series A Convertible Preferred Stock”), of the Issuer purchased by TCP Denim, LLC pursuant to the Stock Purchase Agreement described in the Issuer’s Registration Statement on Form S-4/A on December 7, 2015 (the “Stock Purchase Agreement”). 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. Matthew Eby and William Sweedler are the co-managing members of TCA II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting and dispositive power of the above shares.

(6) Based on the sum of 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017, and 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock held by TCP Denim, LLC.

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(7) Consists of: (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) a warrant owned by Tengram Fund II for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (subject to adjustment) and (iii) 4,587,964 shares of Common Stock issuable upon conversion of 4,587,964 shares of 10.0% Series A-1 Convertible Preferred Stock, par value $0.10 per share (the “Series A-1 Preferred Stock”), assuming a one-to-one conversion rate (subject to adjustment). TCP Denim, LLC is managed by its sole member, Tengram Fund II. TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler are the co-managing members of TCA II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting and dispositive power of the above shares.

(8) Based on the sum of 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017, and (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) 500,000 shares of Common Stock issuable upon exercise of the warrant and (iii) 4,587,964 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, assuming a one-to-one conversion rate (subject to adjustment).

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(9) Consists of: (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) a warrant owned by Tengram Fund II for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (subject to adjustment) and (iii) 4,587,964 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, assuming a one-to-one conversion rate (subject to adjustment). TCP Denim, LLC is managed by its sole member, Tengram Fund II. TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler are the co-managing members of TCA II. Each of Matthew Eby, William Sweedler, TCA II and Tengram Fund II may be deemed to share the voting and dispositive power of the above shares.

(10) Based on the sum of approximately 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017, and (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) 500,000 shares of Common Stock issuable upon exercise of the warrant and (iii) 4,587,964 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, assuming a one-to-one conversion rate (subject to adjustment).

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(11) Consists of 9,058 shares of Common Stock held directly by Matthew Eby, over which Mr. Eby has sole voting and dispositive power.

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(12) Consists of: (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock purchased by TCP Denim, LLC pursuant to the Stock Purchase Agreement; (ii) a warrant owned by Tengram Fund II for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (subject to adjustment); (iii) a convertible promissory note owned by Tengram Fund II with principal of $13.0 million, which was converted on January 18, 2018 into 4,587,964 shares of Series A-1 Preferred Stock, further convertible into 4,587,964 shares of Common Stock, assuming a one-to-one conversion rate (subject to adjustment); (iv) 1,363,306 shares of Common Stock held directly by Tengram Fund I; (v) 112,559 shares of Common Stock held directly by TCA; and (vi) 41,909 shares of Common Stock held directly by RG II Blocker, LLC. TCP Denim, LLC is managed by its sole member, Tengram Fund II. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker LLC, and TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler, as the co-managing members of TCA and TCA II, may be deemed to share the voting and dispositive power of the above 11,994,020 shares of Common Stock.

(13) Based on the sum of 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017, and (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) 500,000 shares of Common Stock issuable upon exercise of the warrant; and (iii) 4,587,964 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, assuming a one-to-one conversion rate (subject to adjustment).

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(14) Consists of 9,059 shares of Common Stock held directly by William Sweedler, over which Mr. Sweedler has sole voting and dispositive power.

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(15) Consists of: (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock purchased by TCP Denim, LLC pursuant to the Stock Purchase Agreement; (ii) a warrant owned by Tengram Fund II for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (subject to adjustment); (iii) a convertible promissory note owned by Tengram Fund II with principal of $13.0 million, which was converted on January 18, 2018 into 4,587,964 shares of Series A-1 Preferred Stock, further convertible into 4,587,964 shares of Common Stock, assuming a one-to-one conversion rate (subject to adjustment); (iv) 1,363,306 shares of Common Stock held directly by Tengram Fund I; (v) 112,559 shares of Common Stock held directly by TCA; and (vi) 41,909 shares of Common Stock held directly by RG II Blocker, LLC. TCP Denim, LLC is managed by its sole member, Tengram Fund II. TCA is the general partner of Tengram Fund I and the manager of RG II Blocker, LLC, and TCA II is the general partner of Tengram Fund II. Matthew Eby and William Sweedler, as the co-managing members of TCA and TCA II, may be deemed to share the voting and dispositive power of the above 11,994,020 shares of Common Stock.

(16) Based on the sum of 13,330,849 shares of Common Stock issued and outstanding as of November 14, 2017, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2017, and (i) 5,388,282 shares of Common Stock, assuming a conversion price of $11.16 per share, issuable upon conversion of 50,000 shares of the Series A Convertible Preferred Stock held by TCP Denim, LLC; (ii) 500,000 shares of Common Stock issuable upon exercise of the warrant and (iii) 4,587,964 shares of Common Stock issuable upon conversion of Series A-1 Preferred Stock, assuming a one-to-one conversion rate (subject to adjustment).

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This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2016, as amended on May 10, 2017 and on July 21, 2017 (as amended through the date hereof, the “Schedule 13D”), on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.10 per share (the “Common Stock”), of Differential Brands Group Inc., a Delaware corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 3.

Item 3.   Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: “On January 18, 2018, the outstanding principal balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into 4,587,964 shares of Series A-1 Preferred Stock at a price per share equal to $3.00 per share. As a result, the SWIMS Convertible Note was repaid in full.”

Item 5.   Interest in Securities of the Issuer

The information set forth in Item 3 to this Amendment No. 3 is incorporated by reference into this Item 5. In addition, the information set forth on each of the cover pages hereto is incorporated by reference into this Item 5.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 to this Amendment No. 3 is incorporated by reference into this Item 6.

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SIGNATURES

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: February 2, 2018

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