SEC Form 4/A · accession 0001144204-15-070710
Sequential Brands Group, Inc. · SQBG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Martha Stewart
Officer — Founder & Chief Creative Offcr · Director · 10% Owner
Period of report
Dec 4, 2015
Accepted (ET)
Dec 14, 2015 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001648428
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF7,F1,F2 | Dec 4, 2015 | A | 4,848 | — | A | 4,848 | D | |
| Common StockF1,F3 | Dec 4, 2015 | A | 9,585 | — | A | 9,585 | I | See Foonote |
| Common StockF1,F4 | Dec 4, 2015 | A | 11,981 | — | A | 11,981 | I | See Foonote |
| Common StockF1,F5 | Dec 4, 2015 | A | 51,913 | — | A | 51,913 | I | See Foonote |
| Common StockF1,F6 | Dec 4, 2015 | A | 8,032,910 | — | A | 8,032,910 | I | See Foonote |
Table II — derivative securities
No Table II lines on this filing.
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 14,748 shares of common stock of MSLO held by the reporting person were converted into 4,848 shares of common stock of the Issuer and cash.
- F3Consists of 9,585 shares of common stock of the Issuer held by the Martha Stewart 1999 Family Trust (the "1999 Trust") immediately following the Effective Time. At the Effective Time, the 29,816 shares of common stock of MSLO held by the 1999 Family Trust were converted into 9,585 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the 1999 Family Trust and holds sole decision-making authority with respect to investment of the assets of such trust.
- F4Consists of 11,981 shares of common stock of the Issuer held by the Martha Stewart 2000 Family Trust (the "2000 Trust") immediately following the Effective Time. At the Effective Time, the 37,270 shares of common stock of MSLO held by the 2000 Trust were converted into 11,981 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the 2000 Trust.
- F5Consists of 51,913 shares of common stock of the Issuer held by the Martha and Alexis Stewart Charitable Foundation (the "Foundation") immediately following the Effective Time. At the Effective Time, the 721,112 shares of common stock of MSLO held by the Foundation were converted into 51,913 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the Foundation.
- F6Consists of 8,032,910 shares of common stock of the Issuer held by the Martha Stewart Family Limited Partnership ("MSFLP") immediately following the Effective Time. At the Effective Time, the 24,984,629 shares of common stock of MSLO held by MSFLP were converted into 8,032,910 shares of common stock of the Issuer and cash. Ms. Stewart is the sole trustee of the Martha Stewart 2012 Revocable Trust, the sole general partner of MSFLP.
- F7The original Form 4 filed on December 8, 2015 is amended and restated by this Form 4 amendment to change the reporting person's direct ownership of common stock of the Issuer from 4,995 shares to 4,848 shares, which reflects the final allocation of shares of Issuer common stock pursuant to the Merger Agreement.
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 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.