Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).
CUSIP: 72814P 109
Page:
Page 2 of 11
1 |
NAMES OF REPORTING PERSONS
RT-ICON Holdings LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
CUSIP: 72814P 109
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Page 2 of 11
1 |
NAMES OF REPORTING PERSONS
Suhail Rizvi |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
11,694,400 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
11,694,400 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,678,774 (1)(2)(3)(4) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.41% (5) |
14 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
(1) Includes shares held directly by Rizvi Opportunistic Equity Fund
(TI), L.P. (“ROEF (TI)”), Rizvi Opportunistic Equity Fund I-B (TI), L.P. (“ROEF I-B (TI)”), Rizvi
Opportunistic Equity Fund I-B, L.P. (“ROEF I-B”), Rizvi Opportunistic Equity Fund, L.P. (“ROEF”),
Rizvi Traverse Partners, LLC (“RTP LLC”) and RT-ICON FF LLC (“RT FF”) (collectively, the “Rizvi
Traverse Entities”). RTM-ICON, LLC (“RTM-ICON”) is the manager of RT FF. Rizvi Traverse Management, LLC (“Rizvi
Traverse”) is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the
managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse,
and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi
Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Includes shares held directly by Rizvi Traverse Opportunistic Equity
Fund II, L.P. (“ROEF II”). Rizvi Traverse Partners GP II, LLC (“RT GP II” and, together with Rizvi
Traverse, RTM-ICON, ROEF II and Messrs. Rizvi and Giampetroni, the “Reporting Persons”) is the general partner of ROEF
II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and Giampetroni may
be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein.
(3) Includes shares held directly by Rizvi Traverse Partners II, LLC
(“RTP II LLC”). Rizvi Traverse Management II, LLC (“RTM II”) is the manager of RTP II LLC. Mr. Suhail
Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial
owner of the shares of common stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to
the extent of any pecuniary interest therein.
(4) Includes restricted stock units in respect of shares of Common
Stock which have vested or are scheduled to vest within sixty days of the date hereof.
(5) Based on 42,610,589 shares of common stock of the Issuer outstanding
as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with the SEC on March 7, 2022.
CUSIP: 72814P 109
Page:
Page 3 of 11
1 |
NAMES OF REPORTING PERSONS
John Giampetroni |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
11,656,906 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
11,656,906 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,656,906 (1)(2)(3) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.36% (4) |
14 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON
is the manager of RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF
I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of
RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially
owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest
therein.
(2) Includes shares held directly by ROEF II. RT GP II is the general
partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and
Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial
ownership of such shares, except to the extent of any pecuniary interest therein.
(3) Includes shares held directly by RTP II LLC. RTM II is the manager
of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni
may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RTP II LLC, but each disclaims beneficial
ownership of such shares, except to the extent of any pecuniary interest therein.
(4) Based on 42,610,589 shares
of common stock of the Issuer outstanding as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with
the SEC on March 7. 2022.
CUSIP: 72814P 109
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Page 4 of 11
1 |
NAMES OF REPORTING PERSONS
Rizvi Traverse Management, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
4,308,714 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
4,308,714 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,308,714 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.11% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON
is the manager of RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF
I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of
RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially
owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest
therein.
(2) Based on 42,610,589 shares
of common stock of the Issuer outstanding as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with
the SEC on F March 7, 2022.
CUSIP: 72814P 109
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Page 5 of 11
1 |
NAMES OF REPORTING PERSONS
RTM-ICON LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
968,626 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
968,626 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
968,626 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.27% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(1) Includes shares held directly by RT FF. RTM-ICON is the manager
of RT FF, and Rizvi Traverse is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse.
Each of RTM-ICON, Rizvi Traverse, Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock
beneficially owned by RT FF, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 42,610,589 shares of common stock of the Issuer outstanding
as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with the SEC on March 7, 2022.
CUSIP: 72814P 109
Page:
Page 6 of 11
1 |
NAMES OF REPORTING PERSONS
Rizvi Opportunistic Equity Fund II, L.P. |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
7,069,064 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
7,069,064 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,069,064 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.59% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(1) Includes shares held directly by ROEF II. RT GP II is the general
partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni
may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 42,610,589 shares
of common stock of the Issuer outstanding as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with
the SEC on March 7, 2022.
CUSIP: 72814P 109
Page:
Page 7 of 11
1 |
NAMES OF REPORTING PERSONS
Rizvi Traverse GP II, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b)
¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS
OO (See Item 3) |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
7,069,064 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
7,069,064 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,069,064 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.59% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
(1) Includes shares held directly by ROEF II. RT GP II is the general
partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni
may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 42,610,589 shares
of common stock of the Issuer outstanding as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3) Prospectus filed with
the SEC on March 7, 2022.
CUSIP: 72814P 109
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Page 8 of 11
Item 1. |
Security and Issuer |
This Amendment
No. 3 (“Amendment No. 3”) to Schedule 13D supplements and amends the Statement on Schedule 13D of the Reporting Persons
(as defined below) originally filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021, as
amended by Amendment No. 1 to Schedule 13D, filed with the SEC on June 16, 2021 and Amendment No. 2 to Schedule 13D, filed with the SEC
on November 22, 2021 (as amended, the “Statement”). The Statement relates to the shares of common stock, $0.0001 par
value per share (the “Common Stock”), of PLBY Group, Inc., a Delaware corporation (the “Issuer”).
The Issuer’s principal executive offices are located at 10960 Wilshire Blvd., Suite 2200, Los Angeles, California 90024. The Common
Stock is listed on The Nasdaq Global Market and trades under the symbol “PLBY.”
This Amendment
No. 3 is being filed to (i) report that on March 4, 2022, RT-ICON (as defined below) effected a pro rata in-kind distribution of an aggregate
of 8,500,524 shares of Common Stock to its members for no consideration, in a transaction exempt from the requirements of the Securities
Act of 1933 (the “Distribution”) and (ii) to remove RT-ICON and RTM-ICON as Reporting Persons as, following the Distribution,
RT-ICON no longer beneficially owns shares of Common Stock and RTM-ICON no longer beneficially owns greater than 5% of the outstanding
shares of Common Stock.
Except as otherwise set forth in this Amendment
No. 3, the information set forth in the Statement remains unchanged and is incorporated herein by reference to the extent relevant to
the items in this Amendment No. 3. This Amendment No. 3 should be read together with the Statement.
Item 2. |
Identity and Background |
Item 2 is
amended and restated in its entirety as follows:
This Statement
is being filed jointly by the following (each, a “Reporting Person,” and, collectively, the “Reporting Persons”):
(1) RT-ICON Holdings LLC, a Delaware limited liability company (“RT-ICON”); (2) John Giampetroni, a citizen of the
United States; (3) Suhail Rizvi, a citizen of the United States; (4) Rizvi Traverse Management, LLC, a Delaware limited liability company
(“Rizvi Traverse”); (5) RTM-ICON LLC, a Delaware limited liability company (“RTM-ICON”); (6) Rizvi
Opportunistic Equity Fund II, L.P., a Delaware limited partnership (“ROEF II”); and (7) Rizvi Traverse GP II, LLC,
a Delaware limited liability company (“RT GP II”).
RT-ICON and RTM-ICON will cease to be Reporting
Persons after this filing and, accordingly, this is an exit filing for such Reporting Persons.
The address of the principal office of each of
the Reporting Persons is c/o Rizvi Traverse Management, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, Florida 33407.
RTM-ICON is the manager of RT-ICON and Rizvi Traverse
is the sole member of RTM-ICON. Messrs. Rizvi and Giampetroni are the managers of Rizvi Traverse. In addition, Mr. Rizvi may be deemed
to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Master, LLC, of which Mr. Rizvi serves as manager.
RT GP II is the general partner of ROEF II. Messrs.
Rizvi and Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial
owner of the shares of common stock beneficially owned by Rizvi Opportunistic Equity Fund II, L.P., but each disclaims beneficial ownership
of such shares, except to the extent of any pecuniary interest therein.
RT-ICON is primarily engaged in the business of
investing in securities of the Issuer. Rizvi Traverse and ROEF II are primarily engaged in the business of investing in securities. RTM-ICON
is primarily engaged in the business of serving as the manager of RT-ICON. RT GP II is primarily engaged in the business of serving as
the general partner of ROEF II.
Mr. Rizvi’s present principal occupation
or employment is serving as co-founder and Chief Investment Officer of Rizvi Traverse, manager of Rizvi Master, LLC and Chairman of the
Issuer. Mr. Giampetroni’s present principal occupation or employment is serving as co-founder, Chief Operating Officer and member
of the Investment Committee of Rizvi Traverse.
During the
past five years, none of the Reporting Persons, nor any director, executive officer or controlling person of any of the Reporting Persons,
have (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (2) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
The response to Item 4 of each cover page is incorporated herein by
reference for each Reporting Person’s citizenship.
CUSIP: 72814P 109
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Page 9 of 11
Item 3. |
Source and Amount of
Funds or Other Consideration |
Item 3 of the Statement is hereby amended to add
the following:
On December
23, 2021, Mr. Rizvi was granted 14,993 restricted stock units that vest in three (3) equal installments. The first one-third vested on
December 31, 2021 and the remaining two-thirds (2/3) shall vest in equal annual installments on each of the first two anniversaries of
the vesting start date.
On December
23, 2021, Mr. Rizvi was granted 14,993 restricted stock units that vested in full on December 31, 2021.
On January
1, 2021, Mr. Rizvi was granted 7,508 restricted stock units that vest in four (4) equal quarterly installments as follows: The first one-fourth
(1/4) of the units shall vest three (3) months following the vesting start date (January 1, 2022), the second one-fourth (1/4) of the
units shall vest six (6) months following the vesting start date, the third one-fourth (1/4) of the units shall vest nine (9) months following
the vesting start date, and the last one-fourth (1/4) of the units shall vest on December 31, 2022.
On
March 4, 2022, RT-ICON effected a pro rata in-kind distribution of an aggregate of 8,500,524 shares of Common Stock to its members for
no consideration, in a transaction exempt from the requirements of the Securities Act of 1933. Following such distribution, RT-ICON no
longer beneficially owns shares of Common Stock.
Item 5. |
Interest in Securities
of the Issuer |
The responses set forth on rows 7 through 13 of
the cover pages of this Statement, as of the date hereof, and Item 3 are incorporated by reference in this Item 5.
(a) and (b) – The following responses are
based on 42,610,589 shares of common stock of the Issuer outstanding as of February 28, 2022 as set forth in the Issuer’s Rule 424(b)(3)
Prospectus filed with the SEC on March 7, 2022.
(c) – Except as set forth in this Schedule
13D, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.
(d) – Not applicable.
(e) – Not applicable.
CUSIP: 72814P 109
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Page 10 of 11
Item 7. |
Materials to be Filed
as Exhibits |
The following documents are filed as exhibits hereto:
99.1* |
|
Form of
Subscription Agreement, dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional and
accredited investors (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the
SEC on October 1, 2020). |
|
|
|
99.2* |
|
Form of
Registration Rights Agreement dated as of September 30, 2020, by and among Mountain Crest Acquisition Corp and certain institutional
and accredited investors (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with
the SEC on October 1, 2020). |
|
|
|
99.3* |
|
Investor
Rights Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc. and RT-ICON Holdings LLC (incorporated by reference
to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 16, 2021). |
|
|
|
99.4* |
|
Amended
and Restated Registration Rights Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc., RT-ICON Holdings LLC, and
each of the other shareholders whose names are listed on Exhibit A thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s
Current Report on Form 8-K, filed with the SEC on February 16, 2021). |
|
|
|
99.5* |
|
Form of
Lock-Up Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc. and RT-ICON Holdings LLC (incorporated by reference
to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 1, 2020). |
|
|
|
99.6* |
|
Director
Voting Agreement, dated as of February 10, 2021, by and among PLBY Group, Inc., RT-ICON Holdings LLC and Drawbridge Special Opportunities
Fund LP (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K, filed with the SEC
on February 16, 2021). |
|
|
|
99.7* |
|
Joint
Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act |
* Previously filed.
CUSIP: 72814P 109
Page:
Page 11 of 11
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 8, 2022 |
RT-ICON Holdings LLC
By: RTM-ICON, LLC, its Manager |
|
|
|
|
By: |
/s/ Suhail
Rizvi |
|
Name: |
Suhail Rizvi |
|
Title: |
President |
|
|
|
Dated: March 8, 2022 |
By: |
/s/ Suhail
Rizvi |
|
|
|
Dated: March 8, 2022 |
By: |
/s/ John Giampetroni |
Dated: March 8, 2022 |
Rizvi Opportunistic Equity Fund II, L.P.
By: Rizvi Traverse GP II, LLC, its General Partner |
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By: |
/s/ Suhail
Rizvi |
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Name: |
Suhail Rizvi |
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Title: |
Managing Director |
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Dated: March 8, 2022 |
Rizvi Traverse Management, LLC |
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By: |
/s/ Suhail
Rizvi |
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Name: |
Suhail Rizvi |
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Title: |
Chief Investment Officer |
Dated: March 8, 2022 |
RTM-ICON, LLC |
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By: |
/s/ Suhail
Rizvi |
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Name: |
Suhail Rizvi |
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Title: |
President |
Dated: March 8, 2022 |
Rizvi Traverse GP II, LLC |
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By: |
/s/ Suhail
Rizvi |
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Name: |
Suhail Rizvi |
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Title: |
Managing Director |