Statement of Changes in Beneficial Ownership (4)
October 31 2018 - 4:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Tengram Capital Associates, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Centric Brands Inc.
[
DFBG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
15 RIVERSIDE AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2018
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(Street)
WESTPORT, CT 06880
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.10 per share
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10/29/2018
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C
(1)
(2)
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10803319
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A
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$0.00
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12321093
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I
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See Footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(1)
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10/29/2018
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C
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50000
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1/28/2016
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(4)
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Common Stock, par value $0.10
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5852142
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$0.00
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0
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I
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See Footnote
(3)
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Series A-1 Convertible Preferred Stock
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(2)
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10/29/2018
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C
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4587964
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1/18/2018
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(4)
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Common Stock, par value $0.10
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4951177
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$0.00
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0
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I
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See Footnote
(3)
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Explanation of Responses:
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(1)
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Reflects 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.
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(2)
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Reflects 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.
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(3)
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TCP 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. Each of Tengram Fund II, TCA II, Mr. Sweedler and Mr. Eby may be deemed a beneficial owner of securities held by TCP Denim, LLC, but disclaims beneficial ownership of such securities except to the extent of his or its pecuniary interest therein.
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(4)
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The Series A Convertible Preferred Stock and the Series A-1 Preferred Stock had no expiration date or maturity.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Tengram Capital Associates, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
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X
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Tengram Capital Partners Fund II, L.P.
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
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X
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TCP Denim, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
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X
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Signatures
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/s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC
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10/31/2018
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**
Signature of Reporting Person
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Date
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s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P.
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10/31/2018
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**
Signature of Reporting Person
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Date
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/s/ Matthew Eby, as co-managing member of Tengram Capital Associates II, LLC, as general partner of Tengram Capital Partners Fund II, L.P., as sole member of TCP Denim, LLC
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10/31/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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