SEC Form 3 · accession 0001144204-18-058369
Centric Brands Inc. · CTRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jason Rabin
Officer — Chief Executive Officer · Director
Period of report
Oct 29, 2018
Accepted (ET)
Nov 8, 2018 · 4:18 pm EST
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 share | holding | — | — | — | 3,358,000 | 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,F2 | — | holding | — | — | — | — | — | Common Stock, par value $0.10 per share | 4,100,000 | — | D |
| Performance Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock, par value $0.10 per share | 500,000 | — | D |
Explanation of responses
- F1Thirty percent (30%) of the restricted stock units ("RSUs") will vest on December 31, 2019, thirty percent (30%) will vest on December 31, 2020, and the remaining forty (40%) percent will vest on December 31 2021, subject to Mr. Rabin's continued employment with Centric Brands Inc., a Delaware corporation (the "Company") through the applicable vesting date; provided, if Mr. Rabin's employment is terminated by the Company without "cause" (and not due to his death or disability) or by him for "good reason" (each such term as defined in his employment agreement with the Company) then any unvested portion of the RSUs will accelerate and become fully vested on the date of termination. (continued on Footnote 2)
- F2Any vested RSUs will be settled through the issuance of common stock, par value $0.10 per share (the "Common Stock") promptly following the applicable vesting date; provided that in the event of the termination of Mr. Rabin's employment without cause or for good reason, the settlement will take place on the date that is thirty (30) days following the date of termination.
- F333.33% of the performance stock units ("PSUs") will vest on each of December 31, 2019, 2020 and 2021. The PSUs will vest based on the Company's selling, general and administrative (SG&A) expenses being below a certain target amount for each fiscal year in which the PSUs are scheduled to vest, in all events, subject to Mr. Rabin's continued employment with the Company; provided that, if Mr. Rabin's employment is terminated by the Company without "cause" (and not due to his death or disability) or by him for "good reason" (each such term as defined in his employment agreement with the Company) then any unvested portion of the PSUs with respect to periods not yet ending before the date of termination will become fully vested on the date of termination. (continued on Footnote 4)
- F4Any vested PSUs will be settled through the issuance of Common Stock promptly following the applicable vesting date; provided that in the event of the termination of Mr. Rabin's employment without cause or for good reason, the settlement will take place on the date that is thirty (30) days following the date of termination.