UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934*
(Amendment No. 2)

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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.

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).

 

 

 

(1) Based upon 58,734,731 shares of common stock, par value $0.10 per share (“Common Stock”) of Centric Brands Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of August 14, 2019, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 14, 2019.

 

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Explanatory Note

 

This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2018, as amended on October 8, 2019 (as amended to date, the “Schedule 13D”), on behalf of the Reporting Person with respect to the shares of common stock, par value $0.10 per share (the “Common Stock”), of Centric Brands Inc., a Delaware corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2.

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended to add the following information:

 

(a) The information set forth on the cover page of this Amendment is incorporated herein by reference. As of the date hereof, Mr. Rabin beneficially owns an aggregate of 3,358,000 shares of the Company’s Common Stock.

 

Excluded from Mr. Rabin’s beneficial ownership are 4,600,000 shares of Common Stock underlying restricted stock units of the Company (“RSUs”) and 500,000 shares of Common Stock underlying performance stock units of the Company (“PSUs”).

 

Each RSU represents a contingent right to receive one share of Common Stock upon vesting. The RSUs are eligible to vest as follows:

 

·                  1,230,000 shares of Common Stock underlying the RSUs will vest in full upon December 31, 2019;

 

·                  1,230,000 shares of Common Stock underlying the RSUs will vest in full upon December 31, 2020;

 

·                  1,640,000 shares of Common Stock underlying the RSUs will vest in full upon December 31, 2021;

 

·                  166,666 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2020;

 

·                  166,667 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2021; and

 

·                  166,667 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2022.

 

33.33% of the PSU will vest on each of December 31, 2019, 2020 and 2021. The PSUs will vest based on the Company’s selling, general and administrative (SG&A) expenses being below a certain target amount for each fiscal year in which the PSUs are scheduled to vest.

 

(b)    The information set forth on the cover page of this Amendment and Item 5(a) hereof is incorporated herein by reference. As of the date hereof, Mr. Rabin holds sole dispositive and voting power over an aggregate of 3,358,000 shares of the Common Stock, consisting of all of the shares identified in Item 5(a) hereof, excluding the RSUs and PSUs identified therein.

 

(c)     The information provided in Items 1-4 hereof is incorporated herein by reference. The following transactions are reflected in the percentages and share amounts reported on the cover page of this Schedule 13D and Item 5(a) and (b) hereof:

 

On October 3, 2019, Mr. Rabin was awarded 710,600 RSUs pursuant to the Company’s 2016 Stock Incentive Plan, as amended (the “2019 Rabin Grant”). This Amendment No. 2 reflects the agreement of Mr. Rabin to void and rescind, nunc pro tunc, 210,600 RSUs previously granted in the 2019 Rabin Grant. 500,000 RSUs granted pursuant to the 2019 Rabin Grant remain outstanding subject to the terms described above.

 

Other than the 2019 Rabin Grant disclosed above, there were no other transfers in the Common Stock effected during the 60 days prior to the date hereof by Mr. Rabin.

 

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(d)       To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person identified in this Item 5.

 

(e)       Not applicable.

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 6, 2019

 

	/s/ Jason Rabin
	Jason Rabin

 

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