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