Suhail Rizvi Form 4 PLBY / SUHAIL RIZVI ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RIZVI SUHAIL

(Last)

(First)

(Middle)

801 NORTHPOINT PARKWAY

SUITE 129

(Street)

WEST PALM BEACH

33407

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								37,494	D
Common Stock	03/04/2022		J⁽¹⁾		8,500,524⁽¹⁾	D	$0.00	5,828,452⁽²⁾	I	See Footnote⁽²⁾
Common Stock	03/04/2022		J⁽¹⁾⁽³⁾		484,313⁽³⁾	A	$0.00	6,312,765⁽⁴⁾	I	See Footnote⁽⁴⁾
Common Stock	03/04/2022		J⁽¹⁾⁽⁵⁾		1,670,043⁽⁵⁾	A	$0.00	7,982,808⁽⁶⁾	I	See Footnote⁽⁶⁾
Common Stock	03/04/2022		J⁽¹⁾⁽⁷⁾		139,564⁽⁷⁾	A	$0.00	8,122,372⁽⁸⁾	I	See Footnote⁽⁸⁾
Common Stock	03/04/2022		J⁽¹⁾⁽⁹⁾		3,534,534⁽⁹⁾	A	$0.00	11,656,906⁽¹⁰⁾	I	See Footnote⁽¹⁰⁾

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

Explanation of Responses:

1. Represents a pro rata in-kind distribution of an aggregate of 8,500,524 shares of PLBY Group, Inc.'s common stock, par value $0.0001 per share, by RT-ICON to its members for no consideration. As a result of the distribution, RT-ICON no longer beneficially owns shares of the Issuer's common stock and is being removed as a reporting person hereby. RTM-ICON (as defined herein) is also being removed as a reporting person as, following the distribution, RTM-ICON no longer beneficially owns greater than 10% of the Issuer's common stock.

2. Represents shares of common stock held by RT-ICON Holdings LLC ("RT-ICON"). RTM-ICON LLC ("RTM-ICON") is the manager of RT-ICON. Rizvi Traverse Management, LLC ("Rizvi Traverse") is the sole member of RTM-ICON. Mr. Suhail Rizvi is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

3. Represents the receipt of 484,313 shares by RT-ICON FF LLC ("RT-ICON FF") in the distribution referenced in Footnote 1 above.

4. Represents shares of common stock held by funds controlled by RTM-ICON. Rizvi Traverse is the sole member of RTM-ICON. Mr. Suhai Rizvi is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

5. Represents the receipt of an aggregate of 1,670,043 shares by funds controlled by Rizvi Traverse (the "funds") in the distribution referenced in Footnote 1 above.

6. Represents shares of common stock held by the funds. Mr. Suhai Rizvi is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the funds, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

7. Represents the receipt of 139,564 shares of common stock by Rizvi Traverse Partners II, LLC ("RTP II") in the distribution reference in Footnote 1 above.

8. Represents 4,308,714 shares of common stock held by the funds and 279,128 shares of common stock held by RTP II. Rizvi Traverse Management II, LLC ("RTM II") is the manager of RTP II. Mr. Suhai Rizvi is a manager of RT GP II. Each of RTM II and Mr. Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RTM II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

9. Represents the receipt of 3,534,534 shares by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II") in the distribution referenced in Footnote 1 above.

10. Represents 7,069,064 shares of common stock held by ROEF II, 4,308,714 shares of common stock held by the funds and 279,128 shares of common stock held by RTP II. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. Suhai Rizvi is a manager of RT GP II. Each of RT GP II and Mr. Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

This Form 4 is a joint filing with the Form 4 filed by Mr. John Giampetroni and Rizvi Traverse Management, LLC on March 8, 2022 and relates to the same transaction.

	/s/ Suhail Rizvi	03/08/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Suhail Rizvi Form 4PLBY / SUHAIL RIZVI ownership change