SEC Form 4 · accession 0001144204-18-056544
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Sweedler
Director · 10% Owner
Period of report
Oct 29, 2018
Accepted (ET)
Oct 31, 2018 · 5:49 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 shareF3 | Oct 29, 2018 | C | 10,803,319 | $0.00 | A | 12,321,093 | I | See Footnote |
| Common Stock, par value $0.10 per share | holding | — | — | — | 9,059 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F1,F4 | — | Oct 29, 2018 | C | 50,000 | D | Jan 28, 2016 | — | Common Stock, par value $0.10 | 5,852,142 | 0 | I |
| Series A-1 Convertible Preferred StockF3,F2,F4 | — | Oct 29, 2018 | C | 4,587,964 | D | Jan 18, 2018 | — | Common Stock, par value $0.10 | 4,951,177 | 0 | I |
Explanation of responses
- F1Reflects the conversion of 50,000 shares of Series A Convertible Preferred Stock of the Company (the "Series A Preferred Stock") held by TCP Denim, LLC into shares of common stock of the Company. The Series A Preferred Stock converted at the option of the holder without the payment of additional consideration by the holder into a number of shares of Common Stock equal to the quotient of (i) $1,000 (plus, at the option of the holder thereof, the amount of accrued and unpaid dividends thereon, as of the conversion date) divided by (ii) $11.16.
- F2Reflects the conversion of 4,587,964 shares of Series A-1 Preferred Stock of the Company (the "Series A-1 Preferred Stock") held by Tengram Capital Partners Fund II, L.P. into shares of common stock of the Company. The Series A-1 Preferred Stock converted at the option of the holder without the payment of additional consideration by the holder into the number of shares of Common Stock equal to the quotient of (i) $3.00 (plus the amount of accrued and unpaid dividends thereon, as of the conversion date) divided by (ii) $3.00.
- F3TCP Denim, LLC is managed by its sole member Tengram Capital Partners Fund II, L.P. ("Tengram Fund II"). Tengram Capital Associates II, LLC ("TCA II") is the general partner of Tengram Fund II. The Reporting Person is the co-managing member of TCA II. As such, the Reporting Person may be deemed to beneficially own the securities in the Company held directly by Tengram Fund II and TCP Denim, LLC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- F4The Series A Convertible Preferred Stock and the Series A-1 Preferred Stock had no expiration date or maturity.