X0306 4 2020-05-06 0 0001648428 Sequential Brands Group, Inc. SQBG 0001166152 PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74104 0 0 1 0 0001127429 FROHLICH PHIL 1924 SOUTH UTICA, SUITE 1120 TULSA OK 74104 0 0 1 0 Common Stock, par value $0.01 per share 2020-05-06 4 S 0 46272 0.29 D 8417047 I See Footnote Common Stock, par value $0.01 per share 2020-05-07 4 S 0 572054 0.28 D 7844993 I See Footnote Common Stock, par value $0.01 per share 2020-05-07 4 S 0 3180 0.27 D 7841813 I See Footnote The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the managing member of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.01 per share (the "Common Stock"), of Sequential Brands Group, Inc. (the "Issuer") held by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership. This Form 4 relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the managing member of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities. PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C., /s/ Phil Frohlich, Name: Phil Frohlich, Title: Managing Member 2020-05-08 /s/ Phil Frohlich 2020-05-08