Statement of Changes in Beneficial Ownership (4)
September 07 2021 - 5:40PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Fortress Investment Group LLC |
2. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc.
[
PLBY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/2/2021 |
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(Street)
NEW YORK, NY 10105
(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 | 9/2/2021 | | S | | 67966 | D | $26.2415 (4) | 2478452 | I | See Explanation of Responses (1)(2)(3) |
| Common Stock | 9/2/2021 | | S | | 32034 | D | $26.7992 (5) | 2446418 | I | See Explanation of Responses (1)(2)(3) |
| Common Stock | 9/7/2021 | | S | | 71783 | D | $25.6727 (6) | 2374635 | I | See Explanation of Responses (1)(2)(3) |
| Common Stock | 9/7/2021 | | S | | 26817 | D | $26.528 (7) | 2347818 | I | See Explanation of Responses (1)(2)(3) |
| Common Stock | 9/7/2021 | | S | | 1400 | D | $27.3927 (8) | 2346418 | I | See Explanation of Responses (1)(2)(3) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Drawbridge Special Opportunities Advisors LLC ("DBSO Advisors") is the investment manager of Drawbridge Special Opportunities Fund LP ("DBSO"). Drawbridge Special Opportunities GP LLC ("DBSO GP") is the general partner of DBSO. FIG LLC is the holder of all of the issued and outstanding interests of DBSO Advisors. Fortress Principal Investment Holdings IV LLC ("FPI IV") is the managing member of DBSO GP. |
| (2) | Fortress Operating Entity I LP ("FOE I") is the owner of all of the outstanding membership interests in FPI IV and the sole member of FIG LLC. FIG Corp. ("FIG Corp"), is the general partner of FOE I. Fortress Investment Group LLC ("Fortress") is the holder of all of the issued and outstanding shares of FIG Corp. |
| (3) | DBSO holds and beneficially owns these shares of Common Stock, and on the basis of the relationships described in the preceding footnotes, each of the other foregoing persons may be deemed a beneficial owner of the shares of Common Stock held by DBSO; each such other person disclaims beneficial ownership of such shares of Common Stock except to the extent of such person's pecuniary interest therein. |
| (4) | The price reported in Column 4 is a weighted average price. These shares of common stock (the "Common Stock") of PLBY Group, Inc. (the "Issuer") were sold in multiple transactions at prices ranging from $25.62 to $26.61, inclusive. The Reporting Persons undertake to provide to any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in the footnotes of this Form 4. |
| (5) | The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $26.62 to $27.02, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $25.2 to $26.18, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $26.205 to $27.07, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares of the Issuer's Common Stock were sold in multiple transactions at prices ranging from $27.24 to $27.555, inclusive. |
Remarks:
On the basis of DBSO's entry into a Director Voting Agreement with the Issuer and RT-ICON Holdings LLC, the Reporting Persons may be deemed members of a "group" (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of the Issuer's Common Stock. Each of the Reporting Persons disclaims membership in any such group. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
Drawbridge Special Opportunities Fund LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
Drawbridge Special Opportunities GP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
Fortress Principal Investment Holdings IV LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
FIG Corp.
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY 10105 |
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| See Remarks |
Signatures
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| /s/ FORTRESS INVESTMENT GROUP LLC, by Daniel N. Bass, its Chief Financial Officer | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, by Drawbridge Special Opportunities GP LLC, its general partner, by Daniel N. Bass, its Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC, by Daniel N. Bass, its Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC, by Daniel N. Bass, its Authorized Signatory | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ FIG LLC, by Fortress Operating Entity I LP, its sole managing member, by FIG Corp. its general partner, by Daniel N. Bass, its Chief Financial Officer | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC, by Daniel N. Bass, its Chief Financial Officer | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ FORTRESS OPERATING ENTITY I LP, by FIG Corp. its general partner, by Daniel N. Bass, its Chief Financial Officer | | 9/7/2021 |
| **Signature of Reporting Person | Date |
| /s/ FIG CORP, by Daniel N. Bass, its Chief Financial Officer | | 9/7/2021 |
| **Signature of Reporting Person | Date |
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