John Giampetroni Form 4 PLBY / John Giampetroni 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^*

RT-ICON Holdings LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2021

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	03/19/2021		J(1)		100,000(1)	D	(1)	17,001,047(2)	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

1. Name and Address of Reporting Person^*

RT-ICON Holdings LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Giampetroni John

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Traverse Management, LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RTM-ICON, LLC

(Last) (First) (Middle)

260 EAST BROWN STREET

SUITE 380

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of common stock previously held by RT PE Investment LLC ("RT PE Investment"). RT PE Investment was managed by RTM-ICON, LLC ("RTM-ICON"). On March 19, 2021, RT PE Investment was dissolved and 100,000 shares held by it were distributed to its members: 50,000 shares of which were distributed to Rizvi Master, LLC, an entity controlled by Suhail Rizvi, Chairman of PLBY Group, Inc., and 50,000 shares of which were distributed to the Bircoll Kohn Family Trust, of which Ben Kohn, Chief Executive Officer and Director of PLBY Group, Inc., is trustee and controlling person. No consideration was paid for such distribution.

2. Represents shares of common stock held by RT-ICON Holdings LLC ("RT-ICON"). RTM-ICON is also the manager of RT-ICON. Rizvi Traverse Management, LLC ("Rizvi Traverse") is the sole member of RTM-ICON. Mr. John Giampetroni is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Giampetroni 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.

	RT-ICON Holdings LLC By: RTM-ICON, LLC, its Manager By: /s/ Suhail Rizvi, President	04/21/2021
	/s/ John Giampetroni	04/21/2021
	Rizvi Traverse Management, LLC By: /s/ Suhail Rizvi, Chief Investment Officer	04/21/2021
	RTM-ICON, LLC By: /s/ Suhail Rizvi, President	04/21/2021
	** 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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