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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SWEEDLER WILLIAM C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT 06880 |
X | X |
/s/ William Sweedler | 12/08/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among Sequential Brands Group, Inc. (f/k/a Singer Madeline Holdings, Inc.) (the "Issuer"), SQBG, Inc. (f/k/a Sequential Brands Group, Inc.) ("Old Sequential" and the predecessor to the Issuer), Martha Stewart Living Omnimedia, Inc., Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of Old Sequential was converted into one share of common stock of the Issuer. |
(2) | Consists of 59,165 shares of common stock of the Issuer held by Madcat II, LLC immediately following the Effective Time. The reporting person is the managing member of Madcat II, LLC. The reporting person disclaims beneficial ownership of said shares of common stock of the Issuer held by Madcat II, LLC, except to the extent of his pecuniary interest therein. |
(3) | Consists of (i) 6,628,572 shares of common stock of the Issuer held by TCP WR Acquisition, LLC immediately following the Effective Time, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC immediately following the Effective Time and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC immediately following the Effective Time. The reporting person is a managing member of Tengram Capital Associates, LLC, which is the general partner of the managing member of each of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC. The reporting person disclaims beneficial ownership of said shares of common stock of the Issuer held by TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC, except to the extent of the reporting person's respective pecuniary interest therein. |
Remarks: The acquisition of the referenced securities of the Issuer by the reporting person was made as a result of the business combination of Old Sequential and Martha Stewart Living Omnimedia, Inc. with and into wholly owned subsidiaries of the Issuer, Singer Merger Sub, Inc. and Madeline Merger Sub, Inc., respectively, which mergers were consummated on December 4, 2015, prior to the filing date for the Current Report on Form 8-K filed by the Issuer reporting such mergers. As a result of such mergers, Old Sequential ceased to be a publicly traded company with the Issuer becoming the successor issuer to both Old Sequential and Martha Stewart Living Omnimedia, Inc. The acquisition of all such securities by the reporting person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |