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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TCP WR Acquisition LLC (Last) (First) (Middle) C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/28/2013
	4. 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 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
Series A Preferred Stock	03/28/2013(6)		D		14,500	D	$0.001	0(1)(2)	D
Common Stock	07/26/2013		A		257,273	A	$5.5	6,514,416(3)	I	See Footnote(1)(2)(3)(4)

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
Convertible Debentures	$2.265	03/28/2013(6)		C			14,500,000	02/22/2012	01/31/2015	Common Stock	5,523,810	$2.265	0(1)(2)	D
Warrants	$2.265							02/22/2012	02/22/2017	Common Stock	1,104,762		1,104,762(5)	D

1. Name and Address of Reporting Person* TCP WR Acquisition LLC (Last) (First) (Middle) C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tengram Capital Associates, LLC (Last) (First) (Middle) 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Eby Matthew (Last) (First) (Middle) TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gersten Richard D. (Last) (First) (Middle) TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SWEEDLER WILLIAM (Last) (First) (Middle) TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE (Street) WESTPORT CT 06880 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On March 28, 2013, in connection with the acquisition of B(R)and Matter, LLC by Sequential Brands Group, Inc. (the "Company"), TCP WR Acquisition, LLC ("TCP WR") elected to convert the aggregate principal amount outstanding under Sequential's Variable Rate Senior Secured Convertible Debentures due January 15, 2015 (the "Debentures") into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at a conversion rate of $2.625 per share (the "TCP Conversion"). At the time of the TCP Conversion, the aggregate principal amount outstanding under the Debentures was $14,500,000 plus accrued and unpaid interest. The Company issued 5,523,810 shares of the Common Stock in the TCP Conversion.

2. In connection with the TCP Conversion, the Company has also redeemed all of the issued and outstanding shares of Series A Preferred Stock, par value $0.001 per share, held by TCP WR for an aggregate redemption price of $14.50 pursuant to the Designation of Rights, Preferences and Limitations for the Series A Preferred Stock.

3. On July 26, 2013, TCP SQBG II, LLC ("SQBG II") acquired 257,273 shares of Common Stock at $5.50 per share in a private placement transaction pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act of 1933, as amended. Tengram Capital Associates, LLC ("TCA"), the managing member of SQBG II, and Matthew Eby, Richard Gersten and William Sweedler, the managing members of TCA (the "Managing Members"), indirectly own these shares of Common Stock. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

4. 733,333 shares of Common Stock are directly owned by TCP SQBG Acquisition, LLC ("TCP SQBG") and indirectly owned by TCA, the managing member of TCP SQBG and the Managing Members. This report shall not be deemed to be an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

5. On February 22, 2012, TCP WR acquired from the Company warrants to purchase 1,104,762 shares of Common Stock (the "Warrants"), which are exercisable at TCP WR's option for shares of Common Stock beginning the date of issuance until the termination date of the Warrants, which shall be February 22, 2017.

6. These transactions are being reported late due to an inadvertent administrative oversight.

	/s/ William Sweedler, as Managing Member of Tengram Capital Associates, LLC	07/30/2013
	/s/ William Sweedler, as Managing Member of Tengram Capital Associates, LLC, as Managing Member of TCP WR Acquisition, LLC	07/30/2013
	/s/ Matthew Eby	07/30/2013
	/s/ Richard Gersten	07/30/2013
	/s/ William Sweedler	07/30/2013
	** Signature of Reporting Person	Date
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