Sequential Brands Group, Inc.
Sequential Brands Group, Inc. (Form: 4, Received: 11/20/2017 18:14:54)
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 *

SWEEDLER WILLIAM
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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC, 15 RIVERSIDE DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2017
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   11/17/2017     P    86036   (1) A $1.6755   (1) 1020290   D   (2)  
Common Stock                  59165   I   By Madcat II, LLC. See footnote   (3)
Common Stock                  6628572   I   By TCP WR Acquisition, LLC. See footnote   (4)
Common Stock                  733333   I   By TCP SQBG Acquisition, LLC. See footnote   (4)
Common Stock                  257273   I   By TCP SQBG II, LLC. See footnote   (4)
Common Stock                  95938   I   By Matthew Eby. See footnote   (5)

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)  The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at the reported price. The reporting person undertakes to provide to Sequential Brands Group, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth in this footnote.
(2)  Directly owned by Mr. William Sweedler.
(3)  Consists of shares of common stock of the Issuer held by Madcat II, LLC, of which Mr. Sweedler is the managing member. Mr. Sweelder disclaims beneficial ownership of shares of common stock of the Issuer held by Madcat II, LLC, except to the extent of his pecuniary interest therein.
(4)  Consists of (i) 6,628,572 shares of common stock of the Issuer held directly by TCP WR Acquisition, LLC, (ii) 733,333 shares of common stock of the Issuer held by TCP SQBG Acquisition, LLC and (iii) 257,273 shares of common stock of the Issuer held by TCP SQBG II, LLC. Mr. 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. Mr. Sweedler also is a director of the Issuer. 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.
(5)  Directly owned by Mr. Eby.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SWEEDLER WILLIAM
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE
WESTPORT, CT 06880
X X

TCP WR Acquisition LLC
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE
WESTPORT, CT 06880

X

Tengram Capital Associates, LLC
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE
WESTPORT, CT 06880

X

Eby Matthew
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE DRIVE
WESTPORT, CT 06880

X


Signatures
/s/ William Sweedler 11/20/2017
** Signature of Reporting Person Date

/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 11/20/2017
** Signature of Reporting Person Date

/s/ William Sweedler, as managing Member of Tengram Capital Associates, LLC 11/20/2017
** Signature of Reporting Person Date

/s/ Matthew Eby 11/20/2017
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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