Bernhard L Kohn III Form 4/A PLBY / Bernhard L Kohn III 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^*

Kohn Bernhard L III

(Last) (First) (Middle)

C/O PLBY GROUP, INC.

10960 WILSHIRE BLVD, SUITE 2200

(Street)

LOS ANGELES CA 90024

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/22/2022

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 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	03/18/2022		S		122,000(1)	D	$15.64(2)	2,107,756	D
Common Stock	03/21/2022		S		113,203	D	$14.37(3)	1,994,553	D
Common Stock	03/21/2022		S		6,797	D	$15.3(4)	1,987,756	D
Common Stock	03/22/2022		P		928	A	$15.1468(5)	928	I	See Footnote(6)
Common Stock	03/22/2022		P		24,072	A	$15.3426(7)	25,000	I	See Footnote(6)
Common Stock								50,000	I	See Footnote(8)
Common Stock								18,315	I	See Footnote(9)

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

Explanation of Responses:

1. Represents shares sold to cover the reporting person's tax withholding obligations in connection with the settlement of performance-based restricted stock units ("PSUs") previously granted to the reporting person. Pursuant to the Issuer's current practices, PSU and restricted stock unit settlements are being completed along with shares sold solely to cover the taxes related to such transactions. The net shares retained by the reporting person in connection with the settlement of these PSUs are subject to a one-year lock-up from the date of settlement.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $15.32 to $15.88, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $14.02 to $15.01, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $15.05 to $15.65, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $15.14 to $15.15, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

6. Represents shares of common stock held directly by Cold Springs Trust, of which Mr. Kohn is a beneficiary. Mr. Kohn disclaims beneficial ownership of the shares owned by Cold Springs Trust, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $15.335 to $15.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.

8. Represents shares of common stock held directly by Bircoll Kohn Family Trust, for which Mr. Kohn is a trustee and a controlling person. Mr. Kohn disclaims beneficial ownership of the shares owned by Bircoll Kohn Family Trust, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose.

9. Represents shares of common stock held directly by Woodburn Dr LP, an entity controlled by Mr. Kohn. These shares were acquired in a distribution exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. Mr. Kohn disclaims beneficial ownership of the shares owned by Woodburn Dr LP, except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose.

Remarks:

This Form 4/A amends and restates the original Form 4 filed by the reporting person on March 22, 2022 (the "Original Form 4"). This amendment corrects and updates information relating to the purchases in Table I and includes in the Remarks Section the following sentence inadvertently excluded from the EDGAR version of the executed Original Form 4. The reporting person has agreed to voluntarily disgorge to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein.

	/s/ Christopher Riley, as Attorney-in-Fact	03/23/2022
	** 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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