SEC Form 4 · accession 0001104659-17-003852

Centric Brands Inc. · CTRC

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On January 23, 2017, TCP RG, LLC disposed of all 1,245,418 shares of common stock, par value of $0.10 (the "Common Stock"), of Differential Brands Group Inc. (the "Issuer"), which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to certain of its members. TCP RG, LLC disposed of 1,019,032 shares of Common Stock to Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I"), 112,559 shares of Common Stock to Tengram Capital Associates, LLC ("TCA ") and 90,585 shares of Common Stock to TCP Co-Invest LLC, with the remaining 23,242 shares of Common Stock distributed among other members of TCP RG, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I and the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 1,019,032 shares distributed to Tengram Fund I, the 112,559 shares of Common Stock distributed to TCA and the 90,585 shares distributed to TCP Co-Invest LLC.
• F10The number of derivative securities does not include interest accrued at 3.75% per annum on the note. At the time that the SWIMS Convertible Note was amended, a total of $252,576 in interest had accrued on the SWIMS Convertible Note.
• F11The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Fund II. As such, the Reporting Person may be deemed to beneficially own the SWIMS Warrant and the SWIMS Convertible Note held directly by Tengram Fund II. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
• F2On January 23, 2017, TCP RG II, LLC disposed of all 410,345 shares of Common Stock which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to certain of its members. TCP RG II, LLC disposed of 344,274 shares of Common Stock to Tengram Fund I, 3,622 shares of Common Stock to TCP Co-Invest LLC and 41,909 shares of Common Stock to RG II Intermediary, LLC, with the remaining 20,540 shares of Common Stock distributed among other members of TCP RG II, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I and the manager of both RG II Intermediary, LLC and TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 344,274 shares distributed to Tengram Fund I, the 41,909 shares distributed to RG II Intermediary, LLC and the 3,622 shares distributed to TCP Co-Invest LLC.
• F3Consists of 1,363,306 shares held directly by Tengram Fund I, 112,559 shares held directly by TCA, 41,909 shares held directly by RG II Intermediary, LLC and 94,207 shares held directly by TCP Co-Invest LLC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
• F4On July 18, 2016, to finance the acquisition of SWIMS AS, a Norwegian private limited company (the "SWIMS Acquisition"), the Issuer issued to Tengram Capital Partners Fund II, L.P. ("Tengram Fund II") a warrant for the purchase of 500,000 shares of Common Stock at an exercise price of $3.00 per share (the "SWIMS Warrant""). The number of shares of Common Stock issuable upon exercise and the exercise price of the SWIMS Warrant are subject to anti-dilution adjustments.
• F5On July 18, 2016, to finance the SWIMS Acquisition, the Issuer issued to Tengram Fund II a convertible promissory note with principal of $13.0 million (as amended or amended and restated, the "SWIMS Convertible Note"). The SWIMS Convertible Note accrues interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1, 2016, and will convert, at Tengram Fund II's option or on the maturity date if not already repaid in cash on or before that date, into up to 4,500,000 shares of Class A-1 Preferred Stock at a conversion price of $3.00 per share, subject to anti-dilution adjustments. Additionally, the Class A-1 Preferred Stock will itself be convertible into shares of the Common Stock at an initial price of $3.00 per share.
• F6The SWIMS Convertible Note may not be converted (together with any other issuances considered aggregated under the applicable listing standards of The NASDAQ Stock Market, LLC ("NASDAQ")) into shares of Class A-1 Preferred Stock which are then convertible into more than 1,610,620 shares of Common Stock. These shares of Class A-1 Preferred Stock will have as-converted voting rights only to the extent such shares may convert into Common Stock, unless allowed under the applicable NASDAQ listing standards.
• F7Where the Issuer issues upon exercise of the SWIMS Warrant at least 1,610,620 shares of Common Stock (subject to adjustment for stock splits and combinations, and together with any other issuances considered aggregated under the applicable listing standards of NASDAQ), any shares of Common Stock above the 1,610,620 threshold will not carry voting rights and will not be issuable upon the exercise of purchase rights under the SWIMS Warrant. The Issuer will take all action necessary to seek the required stockholder approval under NASDAQ listing standards to provide for (i) full conversion into Common Stock and voting rights of all shares of Class A-1 Preferred Stock and (ii) voting rights and issuances upon the exercise of purchase rights for the additional shares of Common Stock exercisable under the SWIMS Warrant above the 1,610,620 threshold.
• F8The maturity date of the SWIMS Convertible Note when originally issued on July 18, 2016, until its amendment as described in footnote 9 below, was January 18, 2017.
• F9On January 18, 2017, the SWIMS Convertible Note was amended, for no value, to extend the maturity date from January 18, 2017 to July 18, 2017. No other terms of the SWIMS Convertible Note were changed.