0001144204-15-069968.txt : 20151208 0001144204-15-069968.hdr.sgml : 20151208 20151208175314 ACCESSION NUMBER: 0001144204-15-069968 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151208 DATE AS OF CHANGE: 20151208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sequential Brands Group, Inc. CENTRAL INDEX KEY: 0001648428 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 474452789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 BRYANT PARK STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 646-564-2577 MAIL ADDRESS: STREET 1: 5 BRYANT PARK STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: Singer Madeline Holdings, Inc. DATE OF NAME CHANGE: 20150717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gossett Al CENTRAL INDEX KEY: 0001538017 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37656 FILM NUMBER: 151276572 MAIL ADDRESS: STREET 1: C/O PEOPLE'S LIBERATION, INC. STREET 2: 1212 S. FLOWER STREET, 5TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90015 4 1 v426511_form4.xml OWNERSHIP DOCUMENT X0306 4 2015-12-04 0 0001648428 Sequential Brands Group, Inc. SQBG 0001538017 Gossett Al C/O SEQUENTIAL BRANDS GROUP, INC. 5 BRYANT PARK, 30TH FLOOR NEW YORK NY 10018 1 0 0 0 Common Stock 2015-12-04 4 A 0 256736 A 256736 D See Exhibit 99.1 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 Martha Stewart Living Omnimedia, Inc. 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, Old Sequential ceased to be a publicly traded company with the Issuer becoming the successor issuer to both Old Sequential and Martha Stewart Living Omnimedia, Inc. 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. /s/ Al Gossett 2015-12-08 EX-99.1 2 v426511_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

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., Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. (the "Merger Agreement"), each share of common stock of Old Sequential was converted into one share of common stock of the Issuer, and each unvested award of restricted common stock of Old Sequential outstanding immediately prior to the Effective Time was converted into a restricted stock award of the Issuer on the terms and conditions under the applicable plan and award agreement in effect immediately prior to the Effective Time, with respect to a number of shares of common stock of the Issuer equal to the number of shares underlying the unvested award of restricted common stock of Old Sequential. The common stock number referred in Table I is an aggregate number and represents 250,623 shares of common stock of the Issuer and 6,113 shares of common stock underlying the restricted stock award of the Issuer held by the reporting person immediately following the Effective Time. The 6,113 shares of common stock underlying the restricted stock award of the Issuer will vest on May 1, 2016.