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 *

Centre Partners V, L.P.
2. Issuer Name and Ticker or Trading Symbol

LIFETIME BRANDS, INC [ LCUT ]
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 CENTRE PARTNERS MANAGEMENT LLC, 825 THIRD AVENUE, 40TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/12/2018
(Street)

NEW YORK, NY 10022
(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, par value $0.01, per share   11/12/2018     P    5212   (1) A $10.225   (2) 5598328   (3) I   See footnotes   (4) (5) (6)
Common Stock, par value $0.01, per share   11/13/2018     P    15041   (1) A $10.2324   (7) 5613369   (3) I   See footnotes   (4) (5) (6)
Common Stock, par value $0.01, per share   11/14/2018     P    7960   (1) A $10.3724   (8) 5621329   (3) I   See footnotes   (4) (5) (6)
Common Stock, par value $0.01, per share                  7086   D   (6) (9)  

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

Explanation of Responses:
(1)  Represents shares of common stock purchased in open market transactions by Centre Capital Investors V, L.P. ("Centre Investors"). Centre Partners V, L.P. ("Centre Partners LP") is the sole general partner of Centre Investors.
(2)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.975 to $10.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(3)  Includes 5,593,116 shares of common stock directly held by Taylor Parent, LLC ("Taylor Parent").
(4)  CP Taylor GP, LLC ("CP Taylor") has the authority to appoint the board of directors of Taylor Parent. Centre Partners, L.P. is the sole member of CP Taylor and the general partner of Centre Investors. Centre Partners V LLC ("Centre Partners") is the general partner of Centre Partners LP. JRJ V LP ("JRJ LP") and Harwich Road V LP ("Harwich Road LP") are co-managers of Centre Partners. JRJ Inc. ("JRJ") is the general partner of JRJ LP. Harwich Road Inc. ("Harwich Road") is the general partner of Harwich Road LP. Bruce Pollack is the president of JRJ. David Jaffe is the president of Harwich Road. (Cont'd in FN 5)
(5)  (Cont'd from FN 4) As such, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Centre Investors and CP Taylor, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Taylor Parent.
(6)  Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer except to the extent of their respective pecuniary interest therein.
(7)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.12 to $10.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(8)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.295 to $10.40, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(9)  These shares are directly owned by Mr. Pollack.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Centre Partners V, L.P.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

Centre Capital Investors V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

Centre Partners V LLC
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

JRJ V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

Harwich Road V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

JRJ Inc.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

Harwich Road Inc.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

POLLACK BRUCE G
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X

JAFFE DAVID
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022

X


Signatures
Centre Partners V, L.P., By: Centre Partners V LLC, Its: General Partner, By: /s/ William Tomai, Authorized Person 11/14/2018
** Signature of Reporting Person Date

Centre Capital Investors V LP, By: /s/ Bruce G. Pollack, Authorized Person 11/14/2018
** Signature of Reporting Person Date

Centre Partners V LLC, By: /s/ William Tomai, Authorized Person 11/14/2018
** Signature of Reporting Person Date

JRJ V LP, By: JRJ Inc., Its: General Partner, By: /s/ Bruce G. Pollack, President 11/14/2018
** Signature of Reporting Person Date

Harwich Road V LP, By: Harwich Road Inc., Its: General Partner, By: /s/ David L. Jaffe, President 11/14/2018
** Signature of Reporting Person Date

JRJ Inc., By: /s/ Bruce G. Pollack, President 11/14/2018
** Signature of Reporting Person Date

Harwich Road Inc., By: /s/ David L. Jaffe, President 11/14/2018
** Signature of Reporting Person Date

/s/ Bruce G. Pollack 11/14/2018
** Signature of Reporting Person Date

/s/ David L. Jaffe 11/14/2018
** 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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