0001144204-15-069962.txt : 20151208 0001144204-15-069962.hdr.sgml : 20151208 20151208174833 ACCESSION NUMBER: 0001144204-15-069962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151208 DATE AS OF CHANGE: 20151208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sequential Brands Group, Inc. CENTRAL INDEX KEY: 0001648428 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 474452789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 BRYANT PARK STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-564-2577 MAIL ADDRESS: STREET 1: 5 BRYANT PARK STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Singer Madeline Holdings, Inc. DATE OF NAME CHANGE: 20150717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eby Matthew CENTRAL INDEX KEY: 0001540990 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37656 FILM NUMBER: 151276556 MAIL ADDRESS: STREET 1: TENGRAM CAPITAL PARTNERS STREET 2: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SWEEDLER WILLIAM CENTRAL INDEX KEY: 0001334172 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37656 FILM NUMBER: 151276557 MAIL ADDRESS: STREET 1: C/O ICONIX BRAND GROUP, INC. STREET 2: 1450 BROADWAY, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tengram Capital Associates, LLC CENTRAL INDEX KEY: 0001564904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37656 FILM NUMBER: 151276558 BUSINESS ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (203) 454-6999 MAIL ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCP WR Acquisition LLC CENTRAL INDEX KEY: 0001542107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37656 FILM NUMBER: 151276559 BUSINESS ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (646) 432-0670 MAIL ADDRESS: STREET 1: 15 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: TCP WR Tengram LLC DATE OF NAME CHANGE: 20120210 4 1 v426503_form4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-04 0 0001648428 Sequential Brands Group, Inc. SQBG 0001542107 TCP WR Acquisition LLC C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT CT 06880 0 0 1 0 0001564904 Tengram Capital Associates, LLC C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT CT 06880 0 0 1 0 0001334172 SWEEDLER WILLIAM C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT CT 06880 0 0 1 0 0001540990 Eby Matthew C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT CT 06880 0 0 1 0 Common Stock 2015-12-04 4 A 0 7619178 A 7619178 D As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among Sequential Brands Group, Inc. (f/k/a Singer Madeline Holdings, Inc.) (the "Issuer"), SQBG, Inc. (f/k/a Sequential Brands Group, Inc.) ("Old Sequential" and the predecessor to the Issuer), Martha Stewart Living Omnimedia, Inc., Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of Old Sequential was converted into one share of common stock of the Issuer. Consists of (i) 6,628,572 shares of common stock of the Issuer held directly by TCP WR Acquisition, LLC immediately following the Effective Time, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC immediately following the Effective Time and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC immediately following the Effective Time. 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. 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. The acquisition of the referenced securities of the Issuer by the reporting persons was made as a result of the business combination of Old Sequential and Martha Stewart Living Omnimedia, Inc. with and into wholly owned subsidiaries of the Issuer, Singer Merger Sub, Inc. and Madeline Merger Sub, Inc., respectively, which mergers were consummated on December 4, 2015, prior to the filing date for the Current Report on Form 8-K filed by the Issuer reporting such mergers. As a result of such mergers, Old Sequential ceased to be a publicly traded company with the Issuer becoming the successor issuer to both Old Sequential and Martha Stewart Living Omnimedia, Inc. The acquisition of all such securities by the reporting persons was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. /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 2015-12-08 /s/ William Sweedler, as managing Member of Tengram Capital Associates, LLC 2015-12-08 /s/ William Sweedler 2015-12-08 /s/ Matthew Eby 2015-12-08