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 Companys Common Stock.
Excluded from Mr. Rabins 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 Companys 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 Companys 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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