PLBY Group Inc.
02/03/2023 | Press release | Distributed by Public on 02/03/2023 20:51
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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(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 | |
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Giampetroni John 801 NORTHPOINT PARKWAY SUITE 129 WEST PALM BEACH, FL33407 |
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X |
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Rizvi Traverse Management, LLC 801 NORTHPOINT PARKWAY SUITE 129 WEST PALM BEACH, FL33407 |
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X |
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Rizvi Opportunistic Equity Fund II, L.P. 801 NORTHPOINT PARKWAY SUITE 129 WEST PALM BEACH, FL33407 |
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X |
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Rizvi Traverse GP II, LLC 801 NORTHPOINT PARKWAY SUITE 129 WEST PALM BEACH, FL33407 |
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X |
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Signatures
| By: /s/ John Giampetroni | 2023-02-03 |
| **Signature of Reporting Person | Date |
| Rizvi Traverse Management, LLC By: /s/ Suhail Rizvi Name: Suhail Rizvi Title: Chief Investment Officer | 2023-02-03 |
| **Signature of Reporting Person | Date |
| Rizvi Opportunistic Equity Fund II, L.P. By: Rizvi Traverse GP II, LLC, its General Partner By: /s/ Suhail Rizvi Name: Suhail Rizvi Title: Managing Director | 2023-02-03 |
| **Signature of Reporting Person | Date |
| Rizvi Traverse GP II, LLC By: /s/ Suhail Rizvi Name: Suhail Rizvi Title: Managing Director | 2023-02-03 |
| **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 acquired following the exercise of subscription rights in connection with the Issuer's rights offering to holders of common stock, as described in the Issuer's prospectus supplement filed with the SEC on January 9, 2023, and a related prospectus, dated September 2, 2022 (together, the "Prospectus"), filed with the SEC, relating to the Company's registration statement on Form S-3 (File No. 333-267273) (the "Rights Offering"). |
| (2) | Each holder of common stock of record as of December 16, 2022 received one right for each share of common stock, and each right carried with it a basic subscription right, which entitled the holder to purchase 0.30681187 of a share of common stock, and an over-subscription privilege, which entitled holders that exercised their basic subscription rights in full to subscribe for additional shares of common stock that were not purchased by other stockholders pursuant to their basic subscription rights, subject to certain ownership limitations. |
| (3) | Represents 7,254,592 shares of common stock acquired by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II"), 286,451 shares of common stock acquired by Rizvi Traverse Partners II, LLC ("RTP II"), 3,427,744 shares of common stock acquired by other funds (the "funds") controlled by Rizvi Traverse Management, LLC ("Rizvi Traverse") and 52,782 shares of common stock acquired by other entities controlled by Mr. John Giampetroni. 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. John Giampetroni is a manager of RT GP II, RTM II and Rizvi Traverse. Each of RT GP II, RTM II, Rizvi Traverse 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 14,323,656 shares of common stock held by ROEF II, 565,579 shares of common stock held by RTP II, 6,772,332 shares of common stock held by the funds and 104,216 shares of common stock held by other entities controlled by Mr. John Giampetroni. 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, RTM II and Rizvi Traverse. Each of RT GP II, RTM II, Rizvi Traverse 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. |
| (5) | Pursuant to the terms of a Nominee Agreement dated January 23, 2023, (a) 3,727,779 shares of common stock, representing 3,627,296 shares of common stock acquired by ROEF II in the Rights Offering and 47,701 shares of common stock acquired by RTP II in the Rights Offering, are held by such entities as nominees for an entity controlled by Mr. John Giampetroni, (b) 3,618,793 shares of common stock, representing 191,049 shares of common stock acquired by RTP II in the Rights Offering and 3,427,744 shares of common stock acquired by the funds in the Rights Offering, are held by such entities as nominees for RT ICON Holdings II LLC ("RTI Holdings II"), and |
| (6) | (continued from footnote 5) (c) 3,727,779 shares of common stock, representing 3,627,296 shares of common stock acquired by ROEF II in the Rights Offering, 47,701 shares of common stock acquired by RTP II in the Rights Offering and 52,782 shares of common stock acquired by other entities controlled by Mr. Suhail Rizvi in the Rights Offering, are held by such entities as nominees for an entity controlled by Mr. Suhail Rizvi. Mr. Suhail Rizvi is a manager of Rizvi Traverse CI Manager, LLC ("RTCI") and RTCI is a manager RTI Holdings II. |
| (7) | Represents the exercise price of $2.5561 per whole share of common stock in the Rights Offering. |
| (8) | Represents the number of subscription rights granted to the reporting persons and exercised in the Rights Offering. |
| (9) | The stated expiration date of the Rights Offering was January 23, 2023; however, the rights and obligations of the parties in the Rights Offering did not become fixed until February 1, 2023. |
| (10) | Represents subscription rights to purchase common stock received by ROEF II, RTP II, the funds and other entities controlled by Mr. John Giampetroni in the Rights Offering. Each of RT GP II, RTM II, Rizvi Traverse and Mr. John Giampetroni may have been deemed to be the beneficial owner of the rights to purchase common stock granted to such entities in the Rights Offering, but each disclaims beneficial ownership of such rights, except to the extent of any pecuniary interest therein. |