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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 10/29/2018 | M | 144,588 | 10/29/2018 | 10/29/2018 | Common Stock, par value $0.10 per share | 144,588 | $ 0 | 0 | D | ||||
Performance Share Units | (1) | 10/29/2018 | M | 150,000 | 10/29/2018 | 10/29/2018 | Common Stock, par value $0.10 per share | 150,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Buckley Michael F C/O CENTRIC BRANDS INC. 350 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10118 |
X | Former Chief Executive Officer |
/s/ Lori Nembirkow, as attorney-in-fact | 10/31/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reporting person previously received a grant of shares of Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs") that represented a contingent right to receive one share of the Company's common stock pursuant to the Differential Brands Group Inc. 2016 Stock Incentive Plan, as amended, (the "Plan") and previously reported on Table II of a Form 3. Pursuant to the separation agreement by and between Mr. Buckley and the Company, dated October 29, 2018, the Company accelerated the vesting of the remaining 144,688 RSUs scheduled to vest on 12/31/18 and 150,000 of his PSUs. |
(2) | In accordance with the terms and conditions of the RSU and PSU agreement, and as permitted under the Plan, the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the reporting person. There was no open market sale of common stock by the reporting person. |