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SWEEDLER WILLIAM 4/A

Accession 0001144204-13-001989

CIK 0000791770other
View on SEC.govCompany Profile

Filed

Jan 10, 7:00 PM ET

Accepted

Jan 11, 5:07 PM ET

Size

22.4 KB

Accession

0001144204-13-001989

Insider Transaction Report

Form 4/AAmended
Period: 2013-01-09
SEQUENTIAL BRANDS GROUP, INC.SQBG
TCP WR Acquisition LLC
10% Owner
Transactions
  • Award

    Common Stock

    2013-01-09$4.50/sh+733,333$3,299,999→ 733,333 total(indirect: See Footnote)
  • Award

    Convertible Debentures

    2012-02-22+11,500,000→ 5,523,809 total
    Exercise: $0.17From: 2012-02-22Exp: 2015-01-31→ Common Stock (4,380,952 underlying)
  • Award

    Series A Preferred Stock

    2012-02-22+11,500→ 14,500 total
  • Award

    Warrants

    2012-02-22+876,190→ 1,104,761 total
    Exercise: $0.17From: 2012-02-22Exp: 2017-02-22→ Common Stock (876,190 underlying)
Eby Matthew
Director10% Owner
Transactions
  • Award

    Series A Preferred Stock

    2012-02-22+11,500→ 14,500 total
  • Award

    Convertible Debentures

    2012-02-22+11,500,000→ 5,523,809 total
    Exercise: $0.17From: 2012-02-22Exp: 2015-01-31→ Common Stock (4,380,952 underlying)
  • Award

    Common Stock

    2013-01-09$4.50/sh+733,333$3,299,999→ 733,333 total(indirect: See Footnote)
  • Award

    Warrants

    2012-02-22+876,190→ 1,104,761 total
    Exercise: $0.17From: 2012-02-22Exp: 2017-02-22→ Common Stock (876,190 underlying)
Gersten Richard D.
Director10% Owner
Transactions
  • Award

    Series A Preferred Stock

    2012-02-22+11,500→ 14,500 total
  • Award

    Warrants

    2012-02-22+876,190→ 1,104,761 total
    Exercise: $0.17From: 2012-02-22Exp: 2017-02-22→ Common Stock (876,190 underlying)
  • Award

    Common Stock

    2013-01-09$4.50/sh+733,333$3,299,999→ 733,333 total(indirect: See Footnote)
  • Award

    Convertible Debentures

    2012-02-22+11,500,000→ 5,523,809 total
    Exercise: $0.17From: 2012-02-22Exp: 2015-01-31→ Common Stock (4,380,952 underlying)
SWEEDLER WILLIAM
Director10% Owner
Transactions
  • Award

    Warrants

    2012-02-22+876,190→ 1,104,761 total
    Exercise: $0.17From: 2012-02-22Exp: 2017-02-22→ Common Stock (876,190 underlying)
  • Award

    Convertible Debentures

    2012-02-22+11,500,000→ 5,523,809 total
    Exercise: $0.17From: 2012-02-22Exp: 2015-01-31→ Common Stock (4,380,952 underlying)
  • Award

    Series A Preferred Stock

    2012-02-22+11,500→ 14,500 total
  • Award

    Common Stock

    2013-01-09$4.50/sh+733,333$3,299,999→ 733,333 total(indirect: See Footnote)
Tengram Capital Associates, LLC
10% Owner
Transactions
  • Award

    Series A Preferred Stock

    2012-02-22+11,500→ 14,500 total
  • Award

    Common Stock

    2013-01-09$4.50/sh+733,333$3,299,999→ 733,333 total(indirect: See Footnote)
  • Award

    Convertible Debentures

    2012-02-22+11,500,000→ 5,523,809 total
    Exercise: $0.17From: 2012-02-22Exp: 2015-01-31→ Common Stock (4,380,952 underlying)
  • Award

    Warrants

    2012-02-22+876,190→ 1,104,761 total
    Exercise: $0.17From: 2012-02-22Exp: 2017-02-22→ Common Stock (876,190 underlying)
Footnotes (7)
  • [F1]On February 22, 2012, TCP WR Acquisition, LLC ("TCP WR") acquired from Sequential Brands Group, Inc., f/k/a People's Liberation, Inc., (the "Company") (x) $11,500,000 in aggregate principal amount of variable rate senior secured convertible debentures (the "Convertible Debentures"), which are convertible at TCP WR's option into shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), at an initial conversion price of $0.175 per share, beginning the date of issuance until the Convertible Debentures are no longer outstanding, (y) warrants to purchase 13,142,857 shares of Common Stock (the "Warrants"), which are exercisable at TCP WR's option for shares of Common Stock beginning the date of issuance until the termination date of the Warrants, which shall be February 22, 2017, and (z) 11,500 shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock").
  • [F2]Upon conversion of the principal amount of the Convertible Debentures, in whole or in part, into shares of Common Stock or upon the repayment by the Company of the principal amount of the Convertible Debentures, in whole or in part, the Company may redeem, at a price of $0.001 per share, a number of shares of Preferred Stock to be determined by dividing (i) the outstanding principal amount of the Convertible Debentures that have been repaid or converted into Common Stock, as applicable by (ii) the stated value of the Preferred Stock, which shall initially be set at $1,000 per share of Preferred Stock.
  • [F3]These shares of Preferred Stock, Convertible Debentures and Warrants are directly owned by TCP WR and indirectly owned by Tengram Capital Associates, LLC ("TCA"), the managing member of TCP WR, and Matthew Eby, Richard Gersten and William Sweedler, the managing members of TCA (the "Managing Members"). The indirect beneficial ownership by TCA and the Managing Members of these shares of Preferred Stock, Convertible Debentures and Warrants was omitted from TCP WR's original Form 3 and also from the Form 4 filed by TCP WR after the original Form 3 was filed. Each Reporting Person, other than TCP WR to the extent of its direct holdings, disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
  • [F4]These shares of Common Stock are owned directly by TCP SQBG Acquisition, LLC ("TCP SQBG"), the managing member of which is TCA. The Managing Members are each a managing member of TCA. Each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.
  • [F5]The number of Convertible Debentures acquired by TCP WR in the prior Form 4 mistakenly reported the number of shares of Common Stock the Convertible Debentures are convertible into instead of the aggregate principal amount of the Convertible Debentures.
  • [F6]The number of Convertible Debentures acquired was previously reported as convertible into 65,714,285.71 shares of Common Stock and the total number of Convertible Debentures beneficially owned following the reported transaction was previously reported as convertible into 82,857,142 shares of Common Stock. Both the number acquired and the total number following the reported transaction were adjusted to reflect the 1-for-15 reverse stock split of the Company's Common Stock that occurred on September 11, 2012.
  • [F7]The number of Warrants acquired was previously reported as exercisable to purchase 13,142,857 shares of Common Stock and the total number of Warrants beneficially owned following the reported transaction was previously reported as exercisable to purchase 16,571,428 shares of Common Stock. Both the number acquired and the total number following the reported transaction were adjusted to reflect the 1-for-15 reverse stock split of the Company's Common Stock that occurred on September 11, 2012.

Documents

1 file

Issuer

SEQUENTIAL BRANDS GROUP, INC.

CIK 0000791770

→
Entity typeother

Related Parties

1
  • filerCIK 0001334172

Filing Metadata

Form type
4/A
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 5:07 PM ET
Size
22.4 KB
View on SEC.gov