FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TCP WR Acquisition LLC 		2. Issuer Name and Ticker or Trading Symbol

SEQUENTIAL BRANDS GROUP, INC. [ SQBG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TENGRAM CAPITAL ASSOCIATES, LLC, 15 RIVERSIDE AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/8/2014
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/8/2014     X    1104762   A $2.625   7619178   (1) D   (2) (3) (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)   $2.625   12/8/2014     X         1104762    2/22/2012   2/22/2017   Common Stock   1104762   $2.625   0   (1) D    

Explanation of Responses:
( 1)  On December 8, 2014, TCP WR Acquisition, LLC exercised warrants acquired from Sequential Brands Group, Inc. (the "Company") to purchase 1,104,762 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price of $2.625 per share.
( 2)  Consists of (i) 6,628,572 shares of Common Stock held directly by TCP WR Acquisition, LLC, (ii) 733,333 shares of Common Stock held by TCP SQBG Acquisition, LLC and (iii) 257,273 shares of Common Stock held by TCP SQBG II, LLC. Mr. William Sweedler, chairman of the Company's board of directors, and Mr. Matthew Eby, are managing members of Tengram Capital Associates, LLC, which is the general partner of the managing member of each of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC. Each of Tengram Capital Associates, LLC, Mr. Sweedler and Mr. Eby disclaim beneficial ownership of such shares of Common Stock, except to the extent of their pecuniary interest therein.
( 3)  This amount does not include (i) 433,019 shares of Common Stock held directly by Mr. Sweedler and (ii) 59,165 shares of Common Stock held by Madcat II, LLC, of which Mr. Sweedler is the managing member. Mr. Sweedler disclaims beneficial ownership of the shares of Common Stock held by Madcat II, LLC, except to the extent of his pecuniary interest therein.
( 4)  This amount does not include 4,738 shares of Common Stock held directly by Mr. Eby.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TCP WR Acquisition LLC
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
X

Tengram Capital Associates, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
X

SWEEDLER WILLIAM
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880 		X X

Eby Matthew
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880
X


Signatures
/s/ William Sweedler, as managing member of Tengram Capital Associates, LLC, as general partner of Tengram Capital Partners Gen2 Fund, L.P., as managing member of TCP WR Acquisition, LLC 12/10/2014
** Signature of Reporting Person Date

/s/ William Sweedler, as managing member of Tengram Capital Associates, LLC 12/10/2014
** Signature of Reporting Person Date

/s/ William Sweedler 12/10/2014
** Signature of Reporting Person Date

/s/ Matthew Eby 12/10/2014
** 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 4(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 control number.
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