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CUSIP
No. 148435100
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13D/A
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Page
2 of 7 Pages
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1
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Names
of Reporting Persons
Phillip
Frost, M.D.
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|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
OO
|
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
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13
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Percent
of Class Represented by Amount in Row 11
0%
(1)
|
|
14
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Type
of Reporting Person (see
instructions)
IN
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(1)
The calculation of the percentage is based on 170,372,173 Common Shares (as defined herein) outstanding as
of September 9, 2019, as reported in the Schedule 14D-9 filed by the Issuer (as defined herein) on September 11, 2019.
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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
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)
[ ]
|
|
13
|
Percent
of Class Represented by Amount in Row 11
0%
(1)
|
|
14
|
Type
of Reporting Person (see
instructions)
OO
|
(1)
The calculation of the percentage is based on 170,372,173 Common Shares (as defined herein) outstanding as
of September 9, 2019, as reported in the Schedule 14D-9 filed by the Issuer (as defined herein) on September 11, 2019.
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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
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
0
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power
0
|
|
10
|
Shared
Dispositive Power
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
|
13
|
Percent
of Class Represented by Amount in Row 11
0%
(1)
|
|
14
|
Type
of Reporting Person (see
instructions)
OO
|
(1)
The calculation of the percentage is based on 170,372,173 Common Shares (as defined herein) outstanding as
of September 9, 2019, as reported in the Schedule 14D-9 filed by the Issuer (as defined herein) on September 11, 2019.
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CUSIP
No. 148435100
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13D/A
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Page
5 of 7 Pages
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SCHEDULE
13D/A
AMENDMENT
NO. 13 TO SCHEDULE 13D
This Amendment No. 13 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, Amendment No. 2 to Schedule 13D filed on February 20, 2009, 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, Amendment No. 9 to Schedule 13D filed on March 2, 2016, Amendment No. 10 to Schedule
13D filed on March 16, 2018, Amendment No. 11 to Schedule 13D filed on February 14, 2019, and Amendment No. 12 to Schedule 13D
filed on September 5, 2019, 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 and the amendments thereto.
This Amendment is being filed to disclose that the
Reporting Persons have ceased to be beneficial owners of more than 5% of the Common Shares outstanding as a result of the completion
of the Offer and Merger (as described below). Accordingly, this Amendment is the final amendment to the Original 13D and is an
exit filing for the Reporting Persons.
Item
4. Purpose of Transaction
Item
4 is hereby amended and supplemented by adding the following:
On October 9, 2019, the Issuer, Parent and Merger Sub effected the Merger under Section 607.1104 of the
Florida Business Corporation Act (the “FBCA”) without a meeting of the shareholders of the Issuer, pursuant to which
Merger Sub was merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent. At the Effective
Time, each issued and outstanding Common Share (other than (i) Common Shares owned by the Issuer, Parent, Merger Sub, or any of
their respective direct or indirect wholly owned subsidiaries and (ii) Common Shares owned by shareholders who are entitled to
and properly demand and exercise their statutory appraisal rights, if applicable, and who comply in all respects with Sections
607.1301 to 607.1333 of the FBCA) was converted automatically into and represented only the right to receive an amount in cash
equal to the Offer Price, net of applicable withholding taxes and without interest.
Pursuant to the terms of
the Tender and Support Agreement and the Merger Agreement, the Reporting Persons tendered all Common Shares beneficially owned
by the Reporting Persons, which included 809,776 shares held by Phillip Frost, M.D., 43,975,719 shares held by Frost Gamma Investments
Trust and 9,370,790 shares held by Frost Nevada Investments Trust. In accordance with the terms of the Merger Agreement, options
to purchase 60,000 Common Shares held by Phillip Frost, M.D. were deemed to be fully vested and cancelled and converted at the
Effective Time into the right to receive a cash payment, without interest, equal to the product of (i) the aggregate number of
Common Shares subject to such option multiplied by (ii) the excess of the Offer Price over the per share exercise price of such
option, less any taxes required to be withheld, and options to purchase 20,000 Common Shares held by Phillip Frost, M.D. were cancelled
at the Effective Time because the exercise price of the options exceeded the Offer Price. At the Effective Time, the Tender and
Support Agreement terminated and is of no further force and effect.
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CUSIP
No. 148435100
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13D/A
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Page
6 of 7 Pages
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As a consequence of the
completion of the Merger, the Common Shares are no longer listed on the NYSE American and will be deregistered under the Securities
Exchange Act of 1934, as amended.
References to, and descriptions of, the Tender and Support Agreement and the Merger Agreement as set forth
herein are not intended to be complete and are qualified in their entirety by reference to the Tender and Support Agreement and
the Merger Agreement, respectively, copies of which were filed as Exhibit 10.1 and Exhibit 2.1 to the Form 8-K
filed by the Issuer on August 29, 2019, respectively, and which are incorporated herein by reference.
Item
5. Interest in Securities of the Issuer
Item 5 is hereby amended by replacing sections
(a), (b), (c), and (e) of Item 5 with the following:
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(a)
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As of the date of this Amendment, the Reporting Persons are no longer beneficial owners of any
Common Shares.
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(b)
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As of the date of this Amendment, the Reporting Persons are no longer beneficial owners of any
Common Shares.
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(c)
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The matters set forth in Item 4 above are incorporated into this Item 5(c) by reference as if fully
set forth herein.
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(e)
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At the Effective Time, the Reporting Persons ceased to beneficially own in excess of 5% of the
Common Shares outstanding.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby
amended and supplemented by adding the following:
The matters set forth in Item 4
above are incorporated into this Item 6 by reference as if fully set forth herein.
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CUSIP
No. 148435100
|
13D/A
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Page
7 of 7 Pages
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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 October 18, 2019
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/s/
Phillip Frost, M.D.
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Phillip
Frost, M.D.
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FROST
GAMMA INVESTMENTS TRUST
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By:
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/s/
Phillip Frost, M.D.
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Name:
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Phillip
Frost, M.D.
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Title:
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Trustee
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FROST
NEVADA INVESTMENTS TRUST
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By:
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/s/
Phillip Frost, M.D.
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Name:
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Phillip
Frost, M.D.
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Title:
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Trustee
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