PLBY (PLBY) Form 3 Initial statement of insider ownership

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^*

Rizvi Opportunistic Equity Fund II, L.P.

(Last) (First) (Middle)

801 NORTHPOINT PARKWAY

SUITE 129

(Street)

WEST PALM BEACH FL 33407

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2022

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

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

Director	X	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)

	Form filed by One Reporting Person
X	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)
Common Stock	7,069,064(1)(2)	D

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

1. Name and Address of Reporting Person^*

Rizvi Opportunistic Equity Fund II, L.P.

(Last) (First) (Middle)

801 NORTHPOINT PARKWAY

SUITE 129

(Street)

WEST PALM BEACH FL 33407

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Rizvi Traverse GP II, LLC

(Last) (First) (Middle)

801 NORTHPOINT PARKWAY

SUITE 129

(Street)

WEST PALM BEACH FL 33407

(City) (State) (Zip)

Explanation of Responses:

1. Includes (i) 3,534,530 shares acquired in a pro rata distribution of shares of the common stock ("Common Stock"), par value $0.0001 per share, of PLBY Group, Inc. (the "Issuer") by RT-ICON Holdings LLC ("RT-ICON") to its members for no consideration, effected on November 18, 2021 and (ii) 3,534,534 shares of Common Stock acquired in a pro rata distribution of shares of Common Stock by RT-ICON to its members for no consideration, effected on March 4, 2022 (the "March Distribution").

2. Following the March Distribution, Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II") beneficially owned greater than 10% of the Issuer's outstanding Common Stock and became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Suhail Rizvi and John Giampetroni 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 3 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Mr. Suhail Rizvi on March 8, 2022 and the Form 4 filed by Mr. John Giampetroni and Rizvi Traverse Management, LLC on March 8, 2022 and relates to the same transaction.

	Rizvi Opportunistic Equity Fund II, L.P. By: Rizvi Traverse GP II, LLC, its General Partner By: /s/ Suhail Rizvi, Managing Director	03/14/2022
	Rizvi Traverse GP II, LLC By: /s/ Suhail Rizvi, Managing Director	03/14/2022
	** 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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