0001144204-15-069945.txt : 20151208 0001144204-15-069945.hdr.sgml : 20151208 20151208174229 ACCESSION NUMBER: 0001144204-15-069945 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: SQBG, Inc. CENTRAL INDEX KEY: 0000791770 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 860449546 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1065 AVENUE OF AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: (646) 564-2577 MAIL ADDRESS: STREET 1: 1065 AVENUE OF AMERICAS STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL BRANDS GROUP, INC. DATE OF NAME CHANGE: 20120326 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES LIBERATION INC DATE OF NAME CHANGE: 20060109 FORMER COMPANY: FORMER CONFORMED NAME: CENTURY PACIFIC FINANCIAL CORP DATE OF NAME CHANGE: 19991101 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: 001-36082 FILM NUMBER: 151276527 MAIL ADDRESS: STREET 1: C/O ICONIX BRAND GROUP, INC. STREET 2: 1450 BROADWAY, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 4 1 v426535_4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-04 0 0000791770 SQBG, Inc. SQBG 0001334172 SWEEDLER WILLIAM C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT CT 06880 1 0 1 0 Common Stock 2015-12-04 4 D 0 393019 D 0 D Common Stock 2015-12-04 4 D 0 59165 D 0 I See Footnote Common Stock 2015-12-04 4 D 0 7619178 D 0 I See Footnote 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 the Issuer (known as Sequential Brands Group, Inc. prior to the Effective Time), Martha Stewart Living Omnimedia, Inc., Singer Madeline Holdings, Inc. (which was renamed Sequential Brands Group, Inc. and is the successor to the Issuer and Martha Stewart Living Omnimedia, Inc. as of the Effective Time) ("Holdings"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of the Issuer was converted into one share of common stock of Holdings. Consists of 59,165 shares of common stock of the Issuer held by Madcat II, LLC immediately prior to the Effective Time. The reporting person is the managing member of Madcat II, LLC. The reporting person disclaims beneficial ownership of said shares of common stock of the Issuer held by Madcat II, LLC, except to the extent of his pecuniary interest therein. Consists of (i) 6,628,572 shares of common stock of the Issuer held by TCP WR Acquisition, LLC immediately prior to the Effective Time, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC immediately prior to the Effective Time and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC immediately prior to the Effective Time. The reporting person is a managing member 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. The reporting person disclaims beneficial ownership of said shares of common stock of the Issuer held by TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC, except to the extent of the reporting person's respective pecuniary interest therein. The disposition of the referenced securities of the Issuer by the reporting person was made as a result of the business combination of the Issuer and Martha Stewart Living Omnimedia, Inc. with and into wholly owned subsidiaries of Holdings, 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 Holdings reporting such mergers. As a result of such mergers, the Issuer ceased to be a publicly traded company with Holdings becoming the successor issuer to both the Issuer and Martha Stewart Living Omnimedia, Inc. The disposition of all such securities by the reporting person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. /s/ William Sweedler 2015-12-08