Select Interior Concepts (SIC) Form 3 Select Interior Concepts / Christopher Zugaro ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Zugaro Christopher

(Last) (First) (Middle)

4900 EAST HUNTER AVENUE

(Street)

ANAHEIM CA 92807

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2018

3. Issuer Name and Ticker or Trading Symbol
Select Interior Concepts, Inc. [ SIC ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,169,485	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	(3)	Class A Common Stock	2,083	(3)	I(4)	See footnotes(1)(4)

Explanation of Responses:

1. This statement is being filed by Christopher Zugaro (the "Reporting Person"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein.

2. The Reporting Person may be deemed to indirectly beneficially own 2,169,485 shares of Class A Common Stock of the Issuer by reason of (i) the ownership of 987,134 shares of Class A Common Stock of the Issuer by Trive Capital Fund I LP ("Trive Fund I"), (ii) the ownership of 1,091,986 shares of Class A Common Stock of the Issuer by Trive Capital Fund I (Offshore) LP ("Trive Offshore Fund"), and (iii) the ownership of 90,365 shares of Class A Common Stock of the Issuer by Trive Affiliated Coinvestors I LP ("Trive Coinvestors Fund," and collectively with Trive Fund I and Trive Offshore Fund, the "Trive Funds"). The Reporting Person has an ownership interest in Trive Capital Holdings LLC ("Trive Holdings"), which has direct and/or indirect ownership interests in each of the general partners of the Trive Funds. The Reporting Person also has an ownership interest in Trive Coinvestors Fund.

3. The phantom stock is economically equivalent to the Issuer's Class A Common Stock. These phantom stock were granted by the Issuer under its 2017 Incentive Compensation Plan on November 22, 2017, in connection with the Reporting Person's service on the board of directors of the Issuer (the "Board"). These phantom stock will vest in equal installments annually over three years and be settled in cash on the applicable vesting date so long as the Reporting Person continues to serve on the Board through the applicable vesting date.

4. The terms of the arrangements between the Reporting Person and entities affiliated with the Trive Funds require that all payments in respect of the Reporting Person's service as a director on the Board be paid to the Trive Funds. As such, the Reporting Person holds the phantom stock for the benefit of the Trive Funds. Because the Reporting Person has an ownership interest in Trive Holdings (which has direct and/or indirect ownership interests in each of the general partners of the Trive Funds), the Reporting Person may also be deemed to indirectly beneficially own the phantom stock.

Remarks:

	/s/ Christopher Zugaro	08/13/2018
	** 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 5 (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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