Castle Brands (ROX) Form 4 Castle Brands / PHILLIP MD ET AL FROST 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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X

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^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BOULEVARD

SUITE 1500

(Street)

MIAMI FL 33137

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Castle Brands Inc [ ROX ]

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)
10/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/08/2019(1)		U(2)		43,975,719	D	$1.27	0	I	Held by Frost Gamma Investments Trust(3)
Common Stock	10/08/2019(1)		U(2)		9,370,790	D	$1.27	0	I	Held by Frost Nevada Investments Trust(4)
Common Stock	10/08/2019(1)		U(2)		787,276	D	$1.27	22,500	D
Common Stock	10/08/2019(1)		D(5)		22,500	D	$1.27	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.07	10/08/2019(1)		D			20,000	03/05/2015	03/05/2024	Common Stock	20,000	(6)	0	D
Stock Option (Right to Buy)	$1.46	10/08/2019(1)		D			20,000	03/26/2016	03/26/2025	Common Stock	20,000	(7)	0	D
Stock Option (Right to Buy)	$0.84	10/08/2019(1)		D			20,000	03/17/2017	03/17/2026	Common Stock	20,000	(6)	0	D
Stock Option (Right to Buy)	$1.04	10/08/2019(1)		D			20,000	02/28/2018	02/28/2027	Common Stock	20,000	(6)	0	D

1. Name and Address of Reporting Person^*

FROST PHILLIP MD ET AL

(Last) (First) (Middle)

4400 BISCAYNE BOULEVARD

SUITE 1500

(Street)

MIAMI FL 33137

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frost Gamma Investments Trust

(Last) (First) (Middle)

4400 BISCAYNE BOULEVARD

SUITE 1500

(Street)

MIAMI FL 33137

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Frost Nevada Investments Trust

(Last) (First) (Middle)

4400 BISCAYNE BOULEVARD

SUITE 1500

(Street)

MIAMI FL 33137

(City) (State) (Zip)

Explanation of Responses:

1. On October 8, 2019, Rook Merger Sub, Inc. ("Purchaser"), a wholly owned subsidiary of Austin, Nichols & Co., Inc. ("Parent"), successfully completed the tender offer ("Tender Offer") for all issued and outstanding shares of the common stock of Castle Brands Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated August 28, 2019 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the Tender Offer, on October 9, 2019, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director or 10% owner of Issuer, effective on October 9, 2019.

2. Represents shares tendered to the Purchaser in connection with the Tender Offer.

3. The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.

5. In accordance with the terms of the Merger Agreement, the restricted stock awards held by the reporting person were deemed to be fully vested and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock in respect of such restricted stock awards multiplied by (ii) $1.27, less any taxes required to be withheld.

6. In accordance with the terms of the Merger Agreement, this stock option held by the reporting person was deemed to be fully vested and cancelled and converted at the effective time of the Merger into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of shares of the Issuer's Common Stock subject to such stock option multiplied by (ii) the excess of $1.27 over the per share exercise price of such stock option, less any taxes required to be withheld.

7. In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $1.27 per share.

Remarks:

	/s/ Phillip Frost, M.D.	10/09/2019
	FROST GAMMA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee	10/09/2019
	FROST NEVADA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee	10/09/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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