SEC Form 4 · accession 0001104659-18-003052
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Eby
Director · 10% Owner
Period of report
Jan 18, 2018
Accepted (ET)
Jan 19, 2018 · 4:10 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 3.75% Convertible Promissory NoteF1,F2,F4 | — | Jan 18, 2018 | C | — | D | Jan 18, 2018 | Jan 18, 2018 | Series A-1 Convertible Preferred Stock | 4,587,964 | 0 | I |
| Series A-1 Convertible Preferred StockF2,F4,F1,F3 | — | Jan 18, 2018 | C | 4,587,964 | A | Jan 18, 2018 | — | Common Stock | 4,587,964 | 4,587,964 | I |
Explanation of responses
- F1On January 18, 2018, the outstanding principal balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into shares of Series A-1 Preferred Stock of the Issuer, par value $0.10 per share (the "Series A-1 Preferred Stock"), at a conversion price equal to $3.00 per share.
- F2As of January 18, 2018, the SWIMS Convertible Note had $13,000,000 in outstanding principal balance and had accrued $763,892.52 in unpaid interest, for a total of $13,763,892.52. At a conversion price of $3.00 per share, this was converted into 4,587,964 shares of Series A-1 Preferred Stock in accordance with the SWIMS Convertible Note.
- F3The Series A-1 Preferred Stock has no expiration date or maturity. Each share of Series A-1 Preferred Stock is currently convertible one-for-one into shares of common stock. Series A-1 Preferred Stock is entitled to dividends at a rate of 10% per annum, payable quarterly in arrears, and any accrued dividends may be converted into additional shares of common stock.
- F4The Reporting Person is the co-managing member of Tengram Associates II, LLC, which is the general partner of Tengram Capital Fund II, L.P., the holder of the SWIMS Convertible Note. As such, the Reporting Person may be deemed to beneficially own the SWIMS Convertible Note held directly by Tengram Capital Fund II, L.P. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.