SEC FORM 4

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^*

RIZVI SUHAIL

(Last)

(First)

(Middle)

801 NORTHPOINT PARKWAY, SUITE 129

(Street)

WEST PALM BEACH

33407

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2022

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2022		A		7,508⁽¹⁾	A	$0.00	37,494	D
Common Stock								14,328,976	I	See Footnotes⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a grant of restricted stock units that vests in four (4) equal quarterly installments as follows: The first one-fourth (1/4) of the units shall vest three (3) months following the vesting start date (January 1, 2022), the second one-fourth (1/4) of the units shall vest six (6) months following the vesting start date, the third one-fourth (1/4) of the units shall vest nine (9) months following the vesting start date, and the last one-fourth (1/4) of the units shall vest on December 31, 2022.

2. Represents 10,654,882 shares of common stock held by funds (the "funds") controlled by Rizvi Traverse Management, LLC ("Rizvi Traverse"), 139,564 shares held by Rizvi Traverse Partners II, LLC ("RTP II") and 3,534,530 shares held by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II").

3. Rizvi Traverse Management II, LLC ("RTM II") is the manager of RTP II. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. Suhail Rizvi is a manager of Rizvi Traverse. Each of Mr. Rizvi and Rizvi Traverse may be deemed to be the beneficial owner of the shares of common stock owned by the funds. Mr. Rizvi is a manager of RTM II. Each of Mr. Rizvi and RTM II may be deemed to be the beneficial owner of the shares of common stock owned by RTP II. Mr. Rizvi is a manager of RT GP II. Each of Mr. Rizvi and RT GP II may be deemed to be the beneficial owner of the shares of common stock owned by ROEF II. Each of Mr. Rizvi, Rizvi Traverse, RTM II and RT GP II disclaims beneficial ownership of the shares owned by the funds, RTP II and ROEF II, as applicable, except to the extent of their pecuniary interest therein.

Remarks:

	/s/ Suhail Rizvi	01/04/2022
	** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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