SEC Form 4 · accession 0001144204-18-056522
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael F Buckley
Officer — Former Chief Executive Officer · Director
Period of report
Oct 29, 2018
Accepted (ET)
Oct 31, 2018 · 5:32 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 | Oct 29, 2018 | M | 144,588 | — | A | 826,370 | D | |
| Common Stock, par value $0.10 per shareF2 | Oct 29, 2018 | F | 49,999 | $4.22 | D | 776,371 | D | |
| Common Stock, par value $0.10 per shareF1 | Oct 29, 2018 | M | 150,000 | — | A | 926,371 | D | |
| Common Stock, par value $0.10 per shareF2 | Oct 29, 2018 | F | 60,513 | $4.22 | D | 865,858 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Oct 29, 2018 | M | 144,588 | D | Oct 29, 2018 | Oct 29, 2018 | Common Stock, par value $0.10 per share | 144,588 | 0 | D |
| Performance Share UnitsF1 | — | Oct 29, 2018 | M | 150,000 | D | Oct 29, 2018 | Oct 29, 2018 | Common Stock, par value $0.10 per share | 150,000 | 0 | D |
Explanation of responses
- F1The reporting person previously received a grant of shares of Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs") that represented a contingent right to receive one share of the Company's common stock pursuant to the Differential Brands Group Inc. 2016 Stock Incentive Plan, as amended, (the "Plan") and previously reported on Table II of a Form 3. Pursuant to the separation agreement by and between Mr. Buckley and the Company, dated October 29, 2018, the Company accelerated the vesting of the remaining 144,688 RSUs scheduled to vest on 12/31/18 and 150,000 of his PSUs.
- F2In accordance with the terms and conditions of the RSU and PSU agreement, and as permitted under the Plan, the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the reporting person. There was no open market sale of common stock by the reporting person.