SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kohn Bernhard L III

(Last)

(First)

(Middle)

C/O PLBY GROUP, INC.

10960 WILSHIRE BLVD, SUITE 2200

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2021

3. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [ PLBY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,000	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	1,082,950⁽²⁾	D⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to buy)	⁽³⁾	08/28/2028	Common Stock	948,322	$3.35	D
Stock Option (Right to buy)	⁽⁴⁾	01/31/2031	Common Stock	965,944	$10.52	D

Explanation of Responses:

1. Represents shares of common stock held directly by RT PE Investment LLC ("RT PE Investment"). RT PE Investment acquired 100,000 shares of common stock of the Issuer in a private placement transaction in connection with the merger (the "Merger") described in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 30, 2020, among Mountain Crest Acquisition Corp, now known as PLBY Group, Inc. ("PLBY"), MCAC Merger Sub Inc., Playboy Enterprises, Inc. ("Playboy"), and Suying Liu (solely for purposes of Section 7.2 and Article XI). The Reporting Person indirectly holds 50% of the pecuniary interests in RT PE Investment LLC. Mr. Kohn disclaims beneficial ownership of the shares owned by RT PE Investment, except to the extent of his pecuniary interest therein., and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose.

2. Represents shares of PLBY common stock that will be issued in settlement of 193,275 restricted stock units originally granted to the Reporting Person by Playboy (the "Playboy RSUs") that became fully vested and then were terminated prior to the Merger. In connection with the Merger, PLBY assumed the obligation to settle the terminated Playboy RSUs in shares of its common stock in accordance with the allocation schedule under the Merger Agreement within 10 days following the first anniversary of the Merger (or, if earlier, the date the Playboy RSUs would have been settled in accordance with their original terms upon the occurrence of certain events).

3. The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 169,248 shares of common stock of Playboy, with an exercise price of $18.73, into an option to purchase shares of common stock of PLBY pursuant to the terms of the Merger Agreement and the allocation schedule thereunder. The Stock Option is fully vested.

4. The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 172,393 shares of common stock of Playboy, with an exercise price of $58.89, into an option to purchase shares of common stock of PLBY pursuant to the terms of the Merger Agreement and the allocation schedule thereunder. 1/3 of the shares subject to the Stock Option will vest on the first anniversary of the closing date of the Merger, or February 10, 2022, and the remainder will vest ratably in 24 equal monthly installments thereafter, subject, in each case, to the Reporting Person's continued employment or service through each applicable vesting date. The Stock Option is also subject to full acceleration of vesting in the event the Reporting Person is subject to a qualifying involuntary termination of employment.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Christopher Riley, as Attorney-in-Fact	02/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.