SEC Form 4 · accession 0001144204-15-069978
Sequential Brands Group, Inc. · SQBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 4, 2015 | A | 393,019 | — | A | 393,019 | D | |
| Common StockF1,F2 | Dec 4, 2015 | A | 59,165 | — | A | 59,165 | I | See footnote |
| Common StockF1,F3 | Dec 4, 2015 | A | 7,619,178 | — | A | 7,619,178 | I | See footnote |
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., 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.
- F2Consists 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.
- F3Consists 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.