SEC Form 4 · accession 0001104659-17-003854
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Tengram Capital Associates II, LLC
10% Owner
Period of report
Jul 18, 2016
Accepted (ET)
Jan 24, 2017 · 6:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000844143
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase WarrantF1,F3,F4,F5 | $3.00 | Jul 18, 2016 | P | 500,000 | A | Jul 18, 2016 | Jul 18, 2021 | Common Stock, par value $0.10 per share | 500,000 | 500,000 | I |
| 3.75% Convertible Promissory NoteF2,F5,F6,F3,F4 | $3.00 | Jul 18, 2016 | P | — | A | Jul 18, 2016 | Jan 18, 2017 | Class A-1 Convertible Preferred Stock | 4,500,000 | — | I |
| 3.75% Convertible Promissory NoteF2,F8,F5,F6,F3,F4 | $3.00 | Jan 18, 2017 | J | — | D | Jul 18, 2016 | Jan 18, 2017 | Class A-1 Convertible Preferred Stock | 4,500,000 | — | I |
| 3.75% Convertible Promissory NoteF2,F8,F5,F7,F3,F4 | $3.00 | Jan 18, 2017 | J | — | A | Jan 18, 2017 | Jul 18, 2017 | Class A-1 Convertible Preferred Stock | 4,500,000 | — | I |
Explanation of responses
- F1On July 18, 2016, to finance the acquisition of SWIMS AS, a Norwegian private limited company (the "SWIMS Acquisition"), Differential Brands Group Inc. (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.
- F2On 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 subsequently 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.
- F3The 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. Additionally, where 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.
- F4The 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.
- F5Tengram Capital Associates II, LLC ("TCA II"), as the general partner of Tengram Fund II, may be deemed to beneficially own the SWIMS Warrant and the SWIMS Convertible Note held directly by Tengram Fund II. Each of Tengram Fund II and TCA II disclaims beneficial ownership of such securities, except to the extent of its respective pecuniary interest therein.
- F6The maturity date of the SWIMS Convertible Note when originally issued on July 18, 2016, until its amendment as described in footnote 7 below, was January 18, 2017.
- F7On 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.
- F8The 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.