Sequential Brands (SQBG) Form 4 Sequential Brands / Matthew Eby 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^*

SWEEDLER WILLIAM

(Last) (First) (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC

15 RIVERSIDE DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

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	11/17/2017		P		86,036(1)	A	$1.6755(1)	1,020,290	D(2)
Common Stock								59,165	I	By Madcat II, LLC. See footnote(3)
Common Stock								6,628,572	I	By TCP WR Acquisition, LLC. See footnote(4)
Common Stock								733,333	I	By TCP SQBG Acquisition, LLC. See footnote(4)
Common Stock								257,273	I	By TCP SQBG II, LLC. See footnote(4)
Common Stock								95,938	I	By Matthew Eby. See footnote(5)

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^*

SWEEDLER WILLIAM

(Last) (First) (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC

15 RIVERSIDE DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCP WR Acquisition LLC

(Last) (First) (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC

15 RIVERSIDE DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tengram Capital Associates, LLC

(Last) (First) (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC

15 RIVERSIDE DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eby Matthew

(Last) (First) (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC

15 RIVERSIDE DRIVE

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

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.

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