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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. )*
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PLBY Group, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
(Title of Class of Securities)
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72814P109
(CUSIP Number)
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David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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February 10, 2021
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Drawbridge Special Opportunities Fund LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
|
SEC USE ONLY
|
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4
|
SOURCE OF FUNDS
OO
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5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
3,625,202
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,625,202
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
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NAMES OF REPORTING PERSONS
Drawbridge Special Opportunities Advisors LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
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3
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SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
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8
|
SHARED VOTING POWER
3,625,202
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
3,625,202
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
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12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Drawbridge Special Opportunities GP LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
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||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
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NAMES OF REPORTING PERSONS
FIG LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
|
NAMES OF REPORTING PERSONS
Fortress Principal Investment Holdings IV LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1
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NAMES OF REPORTING PERSONS
Fortress Operating Entity I LP
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
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NAMES OF REPORTING PERSONS
FIG Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1
|
NAMES OF REPORTING PERSONS
Fortress Investment Group LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
3,625,202
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
3,625,202
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,625,202
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(i) |
Drawbridge Special Opportunities Fund LP, a Delaware limited partnership (“DBSO”), directly holds 3,625,202 shares of Common Stock (as described in Items 5(a) and (b)
herein).
|
(ii) |
Drawbridge Special Opportunities Advisors LLC, a Delaware limited liability company (“DBSO Advisors”), is the investment advisor to DBSO.
|
(iii) |
Drawbridge Special Opportunities GP LLC, a Delaware limited liability company (“DBSO GP”), is the general partner of DBSO.
|
(iv) |
FIG LLC, a Delaware limited liability company (“FIG LLC”), is the parent of DBSO Advisors.
|
(v) |
Fortress Principal Investment Holdings IV LLC (“FPI IV”), a Delaware limited liability company, is the managing member of DBSO GP.
|
(vi) |
Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the sole owner of FIG LLC and FPI IV.
|
(vii) |
FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
|
(viii) |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.
|
(i) |
Amount Beneficially Owned: See Item 11 of each of the cover pages.
|
(ii) |
Percent of Class: See Item 13 of each of the cover pages.
|
(iii) |
Number of Shares as to which such person has:
|
a. |
Sole power to vote or direct the vote: See Item 7 of each of the cover pages.
|
b. |
Shared power to vote or direct the vote: See Item 8 of each of the cover pages.
|
c. |
Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages.
|
d. |
Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.
|
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
|
||
By:
|
Drawbridge Special Opportunities GP LLC, its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
FIG LLC
|
||
By:
|
Fortress Operating Entity I LP, its sole managing member
|
||
By:
|
FIG Corp., its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS OPERATING ENTITY I LP
|
||
By:
|
FIG Corp., its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FIG CORP.
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS INVESTMENT GROUP LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
Name:
|
|
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Drawbridge Special Opportunities GP LLC
|
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General Partner of Drawbridge Special Opportunities Fund LP
|
Name:
|
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FIG LLC
|
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Parent of Drawbridge Special Opportunities Advisors LLC
|
Name:
|
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Fortress Principal Investment Holdings IV LLC
|
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Managing Member of Drawbridge Special Opportunities GP LLC
|
Name:
|
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Principal Occupation:
|
Wesley R. Edens
|
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Principal and Co-Chairman of the Board of Directors
|
Randal A. Nardone
|
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Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr.
|
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Principal and Co-Chairman of the Board of Directors
|
David N. Brooks
|
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Secretary, Vice President and General Counsel
|
Daniel N. Bass
|
|
Chief Financial Officer and Treasurer
|
Name:
|
|
|
Fortress Operating Entity I LP
|
|
Sole owner of Fortress Principal Investment Holdings IV LLC
|
Name:
|
|
|
FIG Corp.
|
|
General Partner of Fortress Operating Entity I LP
|
Name:
|
|
Principal Occupation:
|
Wesley R. Edens
|
|
Principal and Co-Chairman of the Board of Directors
|
Randal A. Nardone
|
|
Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr.
|
|
Principal and Co-Chairman of the Board of Directors
|
David N. Brooks
|
|
Secretary, Vice President and General Counsel
|
Daniel N. Bass
|
|
Chief Financial Officer and Treasurer
|
Name:
|
|
Principal Occupation:
|
Wesley R. Edens
|
|
Principal, Co-Chief Executive Officer and Class A Director
|
Peter L. Briger, Jr.
|
Principal, Co-Chief Executive Officer and Class A Director
|
|
Randal A. Nardone
|
|
Principal and Class A Director
|
George W. Wellde Jr.
|
|
Class A Director
|
Michael G. Rantz
|
|
Class A Director
|
Jane Dietze
|
|
Class A Director
|
Hani Barhoush
|
Class A Director
|
|
Michael Morell
|
Class A Director and Security Director
|
|
Marcelo Claure
|
Chairman of the Board and Class B Director
|
|
Yoshimitsu Goto (citizen of Japan)
|
Class B Director
|
|
Rajeev Misra (citizen of the United Kingdom)
|
Class B Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
|
Chief Financial Officer and Treasurer
|
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP
|
||
By:
|
Drawbridge Special Opportunities GP LLC, its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
DRAWBRIDGE SPECIAL OPPORTUNITIES GP LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Authorized Signatory
|
||
Dated: March 3, 2021
|
FIG LLC
|
||
By:
|
Fortress Operating Entity I LP, its sole managing member
|
||
By:
|
FIG Corp., its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS PRINCIPAL INVESTMENT HOLDINGS IV LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS OPERATING ENTITY I LP
|
||
By:
|
FIG Corp., its general partner
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FIG CORP.
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|
||
Dated: March 3, 2021
|
FORTRESS INVESTMENT GROUP LLC
|
||
By:
|
/s/ Daniel N. Bass
|
||
Name:
|
Daniel N. Bass
|
||
Title:
|
Chief Financial Officer
|