SEC Form 4 · accession 0001104659-18-003053
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
Jan 18, 2018
Accepted (ET)
Jan 19, 2018 · 4:11 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 | — | 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,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.