SEC Form 4 · accession 0001104659-17-046099
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, 2017
Accepted (ET)
Jul 20, 2017 · 6:57 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3.75% Convertible Promissory NoteF1,F2,F3 | $3.00 | Jul 18, 2017 | J | — | D | Jan 18, 2017 | Jul 18, 2017 | Class A-1 Convertible Preferred Stock | 4,500,000 | — | I |
| 3.75% Convertible Promissory NoteF1,F2,F3 | $3.00 | Jul 18, 2017 | J | — | A | Jul 18, 2017 | Jan 18, 2018 | Class A-1 Convertible Preferred Stock | 4,500,000 | — | I |
Explanation of responses
- F1On July 18, 2017, the convertible promissory note held by Tengram Capital Partners Fund II, L.P. ("Tengram II") was amended, for no value, to extend the maturity date from July 18, 2017 to January 18, 2018 (the "SWIMS Convertible Note"). No other terms of the SWIMS Convertible Note were changed. 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.
- F2The 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.
- F3The number of derivative securities does not include interest accrued at 3.75% per annum on the note. At the time of the Second Amendment, a total of approximately $477,739.00 in interest had accrued on the SWIMS Convertible Note.