SEC Form 4 · accession 0001144204-15-069945
SQBG, 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 | D | 393,019 | — | D | 0 | D | |
| Common StockF1,F2 | Dec 4, 2015 | D | 59,165 | — | D | 0 | I | See Footnote |
| Common StockF1,F3 | Dec 4, 2015 | D | 7,619,178 | — | D | 0 | 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 the Issuer (known as Sequential Brands Group, Inc. prior to the Effective Time), Martha Stewart Living Omnimedia, Inc., Singer Madeline Holdings, Inc. (which was renamed Sequential Brands Group, Inc. and is the successor to the Issuer and Martha Stewart Living Omnimedia, Inc. as of the Effective Time) ("Holdings"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of the Issuer was converted into one share of common stock of Holdings.
- F2Consists of 59,165 shares of common stock of the Issuer held by Madcat II, LLC immediately prior to 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 prior to the Effective Time, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC immediately prior to the Effective Time and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC immediately prior to 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 disposition of the referenced securities of the Issuer by the reporting person was made as a result of the business combination of the Issuer and Martha Stewart Living Omnimedia, Inc. with and into wholly owned subsidiaries of Holdings, 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 Holdings reporting such mergers. As a result of such mergers, the Issuer ceased to be a publicly traded company with Holdings becoming the successor issuer to both the Issuer and Martha Stewart Living Omnimedia, Inc. The disposition 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.