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^*

STEWART MARTHA

(Last)

(First)

(Middle)

601 WEST 26TH STREET

(Street)

NEW YORK

10001

(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
X	Officer (give title below)		Other (specify below)
	Founder & Chief Creative Offcr

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2015

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	12/04/2015		A		4,995	A	⁽¹⁾⁽²⁾	4,995	D
Common Stock	12/04/2015		A		9,585	A	⁽¹⁾⁽³⁾	9,585	I	See Footnote⁽³⁾
Common Stock	12/04/2015		A		11,981	A	⁽¹⁾⁽⁴⁾	11,981	I	See Footnote⁽⁴⁾
Common Stock	12/04/2015		A		51,913	A	⁽¹⁾⁽⁵⁾	51,913	I	See Footnote⁽⁵⁾
Common Stock	12/04/2015		A		8,032,910	A	⁽¹⁾⁽⁶⁾	8,032,910	I	See Footnote⁽⁶⁾

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. As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015, as amended, by and among Sequential Brands Group, Inc. (f/k/a Singer Madeline Holdings, Inc.) (the "Issuer"), SQBG, Inc. (f/k/a Sequential Brands Group, Inc.) ("Old Sequential" and the predecessor to the Issuer), Martha Stewart Living Omnimedia, Inc. ("MSLO"), Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each issued and outstanding share of common stock MSLO was converted into the right to receive either $6.15 in cash, 0.6958 shares of common stock of the Issuer (together with cash in lieu of fractional shares) or a combination thereof.

2. At the Effective Time, the 14,748 shares of common stock of MSLO held by the reporting person were converted into 4,995 shares of common stock of the Issuer and cash.

3. Consists of 9,585 shares of common stock of the Issuer held by the Martha Stewart 1999 Family Trust (the "1999 Trust") immediately following the Effective Time. At the Effective Time, the 29,816 shares of common stock of MSLO held by the 1999 Family Trust were converted into 9,585 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the 1999 Family Trust and holds sole decision-making authority with respect to investment of the assets of such trust.

4. Consists of 11,981 shares of common stock of the Issuer held by the Martha Stewart 2000 Family Trust (the "2000 Trust") immediately following the Effective Time. At the Effective Time, the 37,270 shares of common stock of MSLO held by the 2000 Trust were converted into 11,981 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the 2000 Trust.

5. Consists of 51,913 shares of common stock of the Issuer held by the Martha and Alexis Stewart Charitable Foundation (the "Foundation") immediately following the Effective Time. At the Effective Time, the 721,112 shares of common stock of MSLO held by the Foundation were converted into 51,913 shares of common stock of the Issuer and cash. Ms. Stewart is a co-trustee of the Foundation.

6. Consists of 8,032,910 shares of common stock of the Issuer held by the Martha Stewart Family Limited Partnership ("MSFLP") immediately following the Effective Time. At the Effective Time, the 24,984,629 shares of common stock of MSLO held by MSFLP were converted into 8,032,910 shares of common stock of the Issuer and cash. Ms. Stewart is the sole trustee of the Martha Stewart 2012 Revocable Trust, the sole general partner of MSFLP.

Remarks:

The acquisition of the referenced securities of the Issuer by the reporting person was made as a result of the business combination of Old Sequential and MSLO with and into wholly owned subsidiaries of the Issuer, Singer Merger Sub, Inc. and Madeline Merger Sub, Inc., respectively, which mergers were consummated on December 4, 2015, prior to the filing date for the Current Report on Form 8-K filed by the Issuer reporting such mergers. As a result of such mergers, MSLO and Old Sequential ceased to be publicly traded companies, with the Issuer becoming the successor issuer to both Old Sequential and MSLO. The acquisition of all such securities by the reporting person was approved and exempted pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. This Form 4 contains estimates regarding the number of shares of Issuer common stock received pursuant to the Merger Agreement, as calculations for shares of MSLO common stock held in street name are not final as of the date of this filing. An amendment to this Form 4 will be filed if necessary.

	/s/ Martha Stewart	12/08/2015
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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