Statement of Changes in Beneficial Ownership (4)
November 19 2018 - 6:17PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Centre Partners V, L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
LIFETIME BRANDS, INC
[
LCUT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CENTRE PARTNERS MANAGEMENT LLC, 825 THIRD AVENUE, 40TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/15/2018
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01, per share
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11/15/2018
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P
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1116
(1)
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A
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$10.4848
(2)
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5622445
(3)
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I
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See footnotes
(4)
(5)
(6)
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Common Stock, par value $0.01, per share
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11/19/2018
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P
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9337
(1)
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A
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$10.7796
(7)
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5631782
(3)
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I
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See footnotes
(4)
(5)
(6)
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Common Stock, par value $0.01, per share
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7086
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D
(6)
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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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.
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(2)
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The price reported in Column 4 is a weighted average price. 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.
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(3)
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Includes 5,593,116 shares of common stock directly held by Taylor Parent, LLC ("Taylor Parent").
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(4)
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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)
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(5)
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(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.
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(6)
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Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer except to the extent of their respective pecuniary interest therein.
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(7)
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The price reported in Column 4 is a weighted average price. 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.
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(8)
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These shares are directly owned by Mr. Pollack.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Centre Partners V, L.P.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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Centre Capital Investors V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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Centre Partners V LLC
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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JRJ V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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Harwich Road V LP
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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JRJ Inc.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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Harwich Road Inc.
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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POLLACK BRUCE G
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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JAFFE DAVID
C/O CENTRE PARTNERS MANAGEMENT LLC
825 THIRD AVENUE, 40TH FLOOR
NEW YORK, NY 10022
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X
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Signatures
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Centre Partners V, L.P., By: Centre Partners V LLC, Its: General Partner, By: /s/ William Tomai, Authorized Person
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11/19/2018
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**
Signature of Reporting Person
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Date
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Centre Capital Investors V LP, By: /s/ Bruce G. Pollack, Authorized Person
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11/19/2018
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**
Signature of Reporting Person
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Date
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Centre Partners V LLC, By: /s/ William Tomai, Authorized Person
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11/19/2018
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**
Signature of Reporting Person
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Date
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JRJ V LP, By: JRJ Inc., Its: General Partner, By: /s/ Bruce G. Pollack, President
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11/19/2018
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**
Signature of Reporting Person
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Date
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Harwich Road V LP, By: Harwich Road Inc., Its: General Partner, By: /s/ David L. Jaffe, President
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11/19/2018
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**
Signature of Reporting Person
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Date
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JRJ Inc., By: /s/ Bruce G. Pollack, President
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11/19/2018
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**
Signature of Reporting Person
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Date
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Harwich Road Inc., By: /s/ David L. Jaffe, President
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11/19/2018
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**
Signature of Reporting Person
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Date
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/s/ Bruce G. Pollack
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11/19/2018
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**
Signature of Reporting Person
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Date
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/s/ David L. Jaffe
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11/19/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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