Sequential Brands Group, Inc.
Sequential Brands Group, Inc. (Form: 4, Received: 03/16/2017 07:12:24)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHMIDMAN YEHUDA
2. Issuer Name and Ticker or Trading Symbol

Sequential Brands Group, Inc. [ SQBG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O SEQUENTIAL BRANDS GROUP, INC., 601 WEST 26TH STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2017
(Street)

NEW YORK, NY 10001
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/14/2017     A    180000   A $0   (1) 506043   D    
Common Stock   3/14/2017     F    102683   (2) A $3.54   (3) 403360   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represent performance stock units granted under the Sequential Brands Group Inc. 2013 Stock Incentive Plan (the "PSUs"). The vesting of the PSUs was subject to certain performance targets not tied to the market price of the Company's shares and discretionary approval by the Compensation Committee. The Compensation Committee approved the vesting of the PSUs, for performance metrics achieved and on a discretionary basis, pending the confirmation of Sequential Brands Group, Inc. results through the filing of the Company's 2016 Annual Report on Form 10-K which occurred on March 14, 2017.
( 2)  The shares reported in column 4 represent shares withheld solely for tax purposes in connection with vesting of the PSUs.
( 3)  Closing market price of the common stock of the Company on the transaction date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHMIDMAN YEHUDA
C/O SEQUENTIAL BRANDS GROUP, INC.
601 WEST 26TH STREET, 9TH FLOOR
NEW YORK, NY 10001
X
Chief Executive Officer

Signatures
/s/ Yehuda Shmidman 3/16/2017
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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