SEC Form 4 · accession 0001144204-15-069982
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,F2 | Dec 4, 2015 | A | 20,580 | — | A | 20,580 | D |
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, and each unvested award of restricted common stock of Old Sequential outstanding immediately prior to the Effective Time was converted into a restricted stock award of the Issuer on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time,
- F2with respect to a number of shares of common stock of the Issuer equal to the number of shares underlying the unvested award of restricted common stock of Old Sequential. The common stock number referred in Table I is an aggregate number and represents 14,467 shares of common stock of the Issuer and 6,113 shares of common stock underlying the restricted stock award of the Issuer held by the reporting person immediately following the Effective Time. The 6,113 shares of common stock underlying the restricted stock award of the Issuer will vest on May 1, 2016.
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.