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