PLBY Group Inc.

03/23/2023 | Press release | Distributed by Public on 03/23/2023 04:05

Statement of Changes in Beneficial Ownership - Form 4

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
RIZVI SUHAIL
2. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [PLBY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
801 NORTHPOINT PARKWAY , SUITE 129
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
WEST PALM BEACH FL 33407
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RIZVI SUHAIL
801 NORTHPOINT PARKWAY
SUITE 129
WEST PALM BEACH, FL33407
X X

Signatures

/s/ Suhail Rizvi 2023-03-23
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) Represents shares of the Issuer's common stock transferred to entities controlled by Mr. Suhail Rizvi pursuant to the terms of a Nominee Agreement dated January 23, 2023, including 3,627,296 shares of common stock transferred by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II"), 238,750 shares of common stock transferred by Rizvi Traverse Partners II, LLC ("RTP II") and 3,427,744 shares of common stock transferred by funds (the "funds") controlled by Rizvi Traverse Management, LLC ("Rizvi Traverse"). Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Rizvi Traverse Management II, LLC ("RTM II") is the manager of RTP II. Mr. Suhail Rizvi is a manager of RT GP II, RTM II and Rizvi Traverse.
(2) (continued from footnote 1) Each of RT GP II, RTM II, Rizvi Traverse and Mr. Suhail Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by such entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(3) Represents shares of the Issuer's common stock transferred to an entity controlled by Mr. John Giampetroni pursuant to the terms of a Nominee Agreement dated January 23, 2023, including 3,627,296 shares transferred by ROEF II and 47,701 shares of common stock transferred by RTP II. RT GP II is the general partner of ROEF II. RTM II is the manager of RTP II. Mr. John Giampetroni is a manager of RT GP II and RTM II. Each of RT GP II, RTM II and Mr. John Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by such entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(4) Represents shares acquired by entities controlled by Mr. Suhail Rizvi in the transaction described in Footnotes 1 and 2 above.
(5) Represents shares of common stock held by ROEF II, RTP II, the funds and other entities controlled by Mr. Suhail Rizvi. RT GP II is the general partner of ROEF II. RTM II is the manager of RTP II. Mr. Suhail Rizvi is a manager of RT GP II, RTM II and Rizvi Traverse. Each of RT GP II, RTM II, Rizvi Traverse and Mr. Suhail Rizvi may be deemed to be the beneficial owner of the shares of common stock beneficially owned by such entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.