SEC Form 3 · accession 0001144204-15-069951

Sequential Brands Group, Inc. · SQBG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1As 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. ("MSLO"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each issued and outstanding share of common stock MSLO was converted into the right to receive either $6.15 in cash, 0.6958 shares of common stock of the Issuer (together with cash in lieu of fractional shares) or a combination thereof.
• F2At the Effective Time, the 24,984,629 shares of common stock of MSLO held by the reporting person were converted into 8,032,910 shares of common stock of the Issuer and cash.

Remarks

The securities of the Issuer owned by the reporting person were acquired as a result of the business combination of Old Sequential and MSLO 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, MSLO and Old Sequential ceased to be publicly traded companies, with the Issuer becoming the successor issuer to both Old Sequential and MSLO. 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.