SEC Form 4 · accession 0001104659-17-003857
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tengram Capital Associates, LLC
10% Owner
Period of report
Jan 23, 2017
Accepted (ET)
Jan 24, 2017 · 6:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000844143
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.10 per shareF1 | Jan 23, 2017 | J | 23,242 | $0.00 | D | 1,632,521 | I | See footnote |
| Common Stock, par value $0.10 per shareF3,F2 | Jan 23, 2017 | J | 20,540 | $0.00 | D | 1,499,422 | I | See footnote |
| Common Stock, par value $0.10 per shareF4 | holding | — | — | — | 112,559 | D |
Table II — derivative securities
No Table II lines on this filing.
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 the Reporting Person 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 general partner of Tengram Fund I, the Reporting Person may be deemed to beneficially own the 1,019,032 shares distributed to Tengram Fund I. Additionally, as the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 90,585 shares distributed to TCP Co-Invest LLC.
- 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 general partner of Tengram Fund I, the Reporting Person may be deemed to beneficially own the 344,274 shares distributed to Tengram Fund I. As the manager of each of RG II Intermediary, LLC and TCP Co-Invest LLC, the Reporting Person may be deemed to beneficially own the 41,909 shares and 3,622 shares distributed to RG II Blocker, LLC and TCP Co-Invest LLC, respectively.
- F3Consists of 1,363,306 shares held directly by Tengram Fund I, of which the Reporting Person is the general partner, 41,909 shares held directly by RG II Intermediary, LLC, of which the Reporting Person is the manager, and 94,207 shares held directly by TCP Co-Invest LLC, of which the Reporting Person is the manager. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
- F4Consists of 112,559 shares which the Reporting Person previously beneficially owned indirectly through TCP RG, LLC before TCP RG, LLC disposed of them to the Reporting Person, as described in footnote 1 above. The shares are now held directly by the Reporting Person.