SEC Form 4 · accession 0001144204-17-026214
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
May 8, 2017
Accepted (ET)
May 10, 2017 · 9:15 pm EDT
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 | May 8, 2017 | J | 90,585 | $0.00 | D | 1,521,936 | I | See footnote |
| Common Stock, par value $0.10 per shareF3,F2 | May 8, 2017 | J | 3,622 | $0.00 | D | 1,517,774 | I | See footnote |
| Common Stock, par value $0.10 per shareF1 | May 8, 2017 | J | 9,058 | $0.00 | A | 9,058 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 8, 2017, TCP Co-Invest LLC disposed of 90,585 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 its members. TCP Co-Invest LLC disposed of 9,059 shares of Common Stock to William Sweedler and 9,058 shares of Common Stock to the Reporting Person, with the remaining 72,468 shares of Common Stock distributed to another member. As the co-managing member of Tengram Capital Associates, LLC ("TCA"), which is the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned, prior to their disposition, all 90,585 shares that TCP Co-Invest LLC received in the distribution and then redistributed. The Reporting Person currently holds directly 9,058 of such shares.
- F2On May 8, 2017, LLC, TCP Co-Invest LLC disposed of 3,622 shares of Common Stock of the Issuer, which it held directly in the Issuer, in a pro rata in-kind distribution for no consideration to its members. As the co-managing member of Tengram Capital Associates, LLC ("TCA"), which is the manager of TCP Co-Invest LLC, the Reporting Person may be deemed to have beneficially owned, prior to their disposition, the 3,622 shares that TCP Co-Invest LLC received in the distribution and then redistributed.
- F3Consists of 112,559 shares held directly by TCA, of which the Reporting Person is the co-managing member, as well as 1,363,306 shares held directly by Tengram Capital Partners Gen2 Fund, L.P. ("Tengram Fund I") and 41,909 shares held directly by RG II Blocker, LLC. As the co-managing member of TCA, which is the general partner of Tengram Fund I, the Reporting Person indirectly beneficially owns such 1,363,306 shares. As the co-managing member of TCA, which is manager of RG II Blocker, LLC, the Reporting Person indirectly beneficially owns such 41,909 shares, and also previously indirectly beneficially owned them when they were held directly by RG II Intermediary, LLC, which is managed by TCA. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.