SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Riley Christopher

(Last) (First) (Middle)
C/O PLBY GROUP, INC.
10960 WILSHIRE BLVD, SUITE 2200

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2021
3. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [ PLBY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel & Secretary
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 5,233(1) D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (2) 02/22/2029 Common Stock 134,570 $3.35 D
Explanation of Responses:
1. Represents shares of the PLBY (as defined below) common stock that will be issued in settlement of 934 restricted stock units (the "Playboy RSUs") granted to the Reporting Person by Playboy Enterprises, Inc. ("Playboy") that became fully vested and then were terminated prior to the merger (the "Merger") described in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 30, 2020, among Mountain Crest Acquisition Corp, now known as PLBY Group, Inc. ("PLBY"), MCAC Merger Sub Inc., Playboy, and Suying Liu (solely for purposes of Section 7.2 and Article XI). In connection with the Merger, PLBY assumed the obligation to settle the terminated Playboy RSUs in shares of its common stock in accordance with the allocation schedule under the Merger Agreement within 10 days following the first anniversary of the Merger (or, if earlier, the date the Playboy RSUs would have been settled in accordance with their original terms upon the occurrence of certain events).
2. The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 24,017 shares of common stock of Playboy, with an exercise price of $18.73, into an option to purchase shares of common stock of PLBY pursuant to the terms of the Merger Agreement and the allocation schedule thereunder. The Stock Option is fully vested.
/s/ Christopher Riley 02/16/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.