SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TCP WR Acquisition LLC

(Last) (First) (Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sequential Brands Group, Inc. [ SQBG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 6,628,572 D(1)
Common Stock 733,333 I By TCP SQBG Acquisition, LLC. See footnote(1)
Common Stock 257,273 I By TCP SQBG II, LLC. See footnote(1)
Common Stock 11/15/2017 P 110,275(2) A $1.64(2) 850,065 I By William Sweedler. See footnotes (1) and (2).
Common Stock 11/16/2017 P 84,189(3) A $1.64(3) 934,254 I By William Sweedler. See footnotes (1) and (3).
Common Stock 95,938 I By Matthew Eby. See footnotes (1) and(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
1. Name and Address of Reporting Person*
TCP WR Acquisition LLC

(Last) (First) (Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tengram Capital Associates, LLC

(Last) (First) (Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SWEEDLER WILLIAM

(Last) (First) (Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Eby Matthew

(Last) (First) (Middle)
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. Consists of (i) 6,628,572 shares of common stock of the Issuer held directly by TCP WR Acquisition, LLC, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC. Mr. William Sweedler and Mr. Matthew Eby are managing members of Tengram Capital Associates, LLC, which is the general partner of the managing member of each of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC. Mr. Sweedler also is a director of the Issuer. Each of Tengram Capital Associates, LLC, Mr. Sweedler and Mr. Eby disclaims beneficial ownership of such shares of Common Stock, except to the extent of his or its respective pecuniary interest therein.
2. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $1.605 to $1.65. The reporting person undertakes to provide to Sequential Brands Group, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $1.6221 to $1.64. The reporting person undertakes to provide to Sequential Brands Group, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this footnote.
4. Directly owned by Mr. Eby.
/s/ William Sweedler, as managing member of Tengram Capital Associates, LLC, as general of Tengram Capital Partners Gen2 Fund, L.P., as managing member of TCP WR Acqusition, LLC 11/16/2017
/s/ William Sweedler, as managing Member of Tengram Capital Associates, LLC 11/16/2017
/s/ William Sweedler 11/16/2017
/s/ Matthew Eby 11/16/2017
** Signature of Reporting Person Date
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