CUSIP
No. 148435100
|
13D/A
|
Page
2 of 7 Pages
|
1
|
Names
of Reporting Persons
Phillip
Frost, M.D.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
874,776
(1)
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
8
|
SHARED
VOTING POWER
53,271,509
(2)(3)
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
874,776
(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
53,271,509
(2)(3)
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
54,146,285
(1)(2)(3)
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
32.6%
(4)
|
14
|
Type
of Reporting Person
(see
instructions)
IN
|
(1)
Includes (i) vested options (including options that will be exercisable within 60 days of the date hereof) to purchase 80,000
Common Shares (as defined herein) and (ii) 15,000 restricted Common Shares granted to Frost (as defined herein) on March 1, 2018,
which will vest in two equal annual installments, beginning on the one year anniversary of the date of grant.
(2)
Includes 43,900,719 Common Shares held by the Gamma Trust (as defined herein).
(3)
Includes 9,370,790 Common Shares held by the Nevada Trust (as defined herein).
(4)
The calculation of the percentage is based on (i) 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on
the 10-Q filed on February 9, 2018, (ii) 80,000 Common Shares to be issued upon the exercise of vested options (including options
that will be exercisable within 60 days of the date hereof) held by the Reporting Person and (iii) 15,000 restricted Common Shares
granted to Frost on March 1, 2018, which will vest in two equal annual installments, beginning on the one year anniversary of
the date of grant.
CUSIP
No. 148435100
|
13D/A
|
Page
3 of 7 Pages
|
1
|
Names
of Reporting Persons
Frost
Gamma Investments Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
8
|
SHARED
VOTING POWER
43,900,719
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
43,900,719
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
43,900,719
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
26.4%
(1)
|
14
|
Type
of Reporting Person
(see
instructions)
OO
|
(1)
The calculation of the percentage is based on 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on the
10-Q filed on February 9, 2018.
CUSIP
No. 148435100
|
13D/A
|
Page
4 of 7 Pages
|
1
|
Names
of Reporting Persons
Frost
Nevada Investments Trust
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
|
7
|
SOLE
VOTING POWER
0
|
SHARES
BENEFICIALLY
OWNED
BY EACH
|
8
|
SHARED
VOTING POWER
9,370,790
|
REPORTING
PERSON
WITH
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
9,370,790
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
9,370,790
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(see
instructions)
[ ]
|
13
|
Percent
of Class Represented by Amount in Row 11
5.6%
(1)
|
14
|
Type
of Reporting Person
(see
instructions)
OO
|
(1)
The calculation of the percentage is based on 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on the
10-Q filed on February 9, 2018.
CUSIP
No. 148435100
|
13D/A
|
Page
5 of 7 Pages
|
SCHEDULE
13D/A
AMENDMENT
NO. 10 TO SCHEDULE 13D
This
Amendment No. 10 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D (the “Original
13D”) filed by Phillip Frost, M.D., an individual (“Frost”), Frost Gamma Investments Trust, a trust organized
under the laws of Florida (the “Gamma Trust”), and Frost Nevada Investments Trust, a trust organized under the laws
of Florida (the “Nevada Trust”, and together with the Gamma Trust, the “Trusts”; and the Trusts, together
with Frost, each a “Reporting Person” and together the “Reporting Persons”) with the Securities and Exchange
Commission (the “SEC”) on September 15, 2008, as amended by Amendment No. 1 to Schedule 13D filed on October 22, 2008
with the SEC, Amendment No. 2 to Schedule 13D filed on February 20, 2009 with the SEC, Amendment No. 3 to Schedule 13D filed on
May 27, 2009, Amendment No. 4 to Schedule 13D filed on July 6, 2010, Amendment No. 5 to Schedule 13D filed on June 20, 2011, Amendment
No. 6 to Schedule 13D filed on October 27, 2011, Amendment No. 7 to Schedule 13D filed on March 14, 2014, Amendment No. 8 to Schedule
13D filed on August 15, 2014, and Amendment No. 9 to Schedule 13D filed on March 2, 2016 with respect to the common stock, par
value $0.01 per share (the “Common Shares”), of Castle Brands Inc., a Florida corporation and successor by merger
to Castle Brands Inc., a Delaware corporation (the “Issuer”), by furnishing the information set forth below. Except
as set forth below, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Original 13D, as amended.
Based
on the most recently disclosed number of outstanding Common Shares, the Reporting Persons are filing this Amendment to report
a decrease in their respective current beneficial ownership percentages of the Issuer’s Common Shares, resulting solely
from an increase in the number of outstanding Common Shares.
Item
1. Security and Issuer
Item
1 is hereby deleted in its entirety and replaced with the following:
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common
Shares”), of Castle Brands Inc., a Florida corporation (the “Issuer”). The principal executive offices of the
Issuer are located at 122 East 42nd Street, Suite 5000, New York, New York 10168.
Item
5. Interest in Securities of the Issuer
(a)
and (b)
Items 5(a) and 5(b) are hereby deleted in their entirety and replaced with the following:
The
Reporting Persons beneficially own Common Shares as follows:
Name
|
|
Number
of Common Shares
|
|
|
Sole
or Shared Voting
|
|
Sole
or Shared Dispositive
|
|
%
of Total Outstanding
|
|
Phillip
Frost, M.D.
|
|
|
874,776
|
(1)
|
|
Sole
|
|
Sole
|
|
|
0.5
|
%
(2)
|
|
|
|
53,271,509
|
(3)(4)
|
|
Shared
(5)(6)
|
|
Shared
(5)(6)
|
|
|
32.1
|
%
(7)
|
Total:
|
|
|
54,146,285
|
(1)(3)(4)
|
|
|
|
|
|
|
32.6
|
%
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost
Gamma Investments Trust
|
|
|
43,900,719
|
(3)
|
|
Shared
(5)
|
|
Shared
(5)
|
|
|
26.4
|
%
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frost
Nevada Investments Trust
|
|
|
9,370,790
|
|
|
Shared
(6)
|
|
Shared
(6)
|
|
|
5.6
|
%
(7)
|
CUSIP
No. 148435100
|
13D/A
|
Page
6 of 7 Pages
|
(1)
Includes (i) vested options (including options that will be exercisable within 60 days of the date hereof) to purchase 80,000
Common Shares and (ii) 15,000 restricted Common Shares granted to Frost on March 1, 2018, which will vest in two equal annual
installments, beginning on the one year anniversary of the date of grant.
(2)
The calculation of the percentage is based on (i) 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on
the 10-Q filed on February 9, 2018, (ii) 80,000 Common Shares to be issued upon the exercise of vested options (including options
that will be exercisable within 60 days of the date hereof) held by the Reporting Person and (iii) 15,000 restricted Common Shares
granted to Frost on March 1, 2018, which will vest in two equal annual installments, beginning on the one year anniversary of
the date of grant.
(3)
Includes 43,900,719 Common Shares held by the Gamma Trust.
(4)
Includes 9,370,790 Common Shares held by the Nevada Trust.
(5)
Frost is the sole trustee of the Gamma Trust and may be deemed to share beneficial ownership of the securities held by the Gamma
Trust with the Gamma Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of the Gamma Trust. Frost is
one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost
Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder
of Frost-Nevada Corporation.
(6)
Frost is the sole trustee of the Nevada Trust and may be deemed to share beneficial ownership of the securities held by the Nevada
Trust with the Nevada Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of the Nevada Trust. Frost
is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, the
sole general partner of Frost-Nevada Limited Partnership.
(7)
The calculation of the percentage is based on 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on the
10-Q filed on February 9, 2018.
(8)
The calculation of the percentage is based on (i) 166,141,838 Common Shares outstanding as of February 7, 2018, as reported on
the 10-Q filed on February 9, 2018, (ii) 80,000 Common Shares to be issued upon the exercise of vested options (including options
that will be exercisable within 60 days of the date hereof) held by the Reporting Person and (iii) 15,000 restricted Common Shares
granted to Frost on March 1, 2018, which will vest in two equal annual installments, beginning on the one year anniversary of
the date of grant.
(c)
Item
5(c) is hereby deleted in its entirety and replaced with the following:
During
the past 60 days prior to the date hereof, the following transactions occurred:
On
January 18, 2018, the Gamma Trust converted a $500,000 aggregate principal amount Convertible Note held by the Gamma Trust (including
accrued interest) in exchange for 558,179 Common Shares.
On
March 1, 2018, 15,000 restricted Common Shares were granted to Frost pursuant to a Restricted Stock Agreement, dated as of March
1, 2018, pursuant to the Company’s 2013 Incentive Compensation Plan, as amended. The grant was part of the Issuer’s
annual equity grant to its non-management directors; the restricted Common Shares will vest in two equal annual installments,
beginning on the one year anniversary of the date of grant.
CUSIP
No. 148435100
|
13D/A
|
Page
7 of 7 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated
as of March 16, 2018
|
/s/
Phillip Frost, M.D.
|
|
Phillip
Frost, M.D.
|
|
FROST
GAMMA INVESTMENTS TRUST
|
|
|
|
By:
|
/s/
Phillip Frost, M.D.
|
|
Name:
|
Phillip
Frost, M.D.
|
|
Title:
|
Trustee
|
|
FROST
NEVADA INVESTMENTS TRUST
|
|
|
|
|
By:
|
/s/
Phillip Frost, M.D.
|
|
Name:
|
Phillip
Frost, M.D.
|
|
Title:
|
Trustee
|