CUSIP No. 15644G 104
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1.
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Name of Reporting Person
Jason Rabin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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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)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
4,588,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
4,588,000
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,588,000
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
7.6% (1)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1) Based upon 59,056,743 shares of common stock, par value $0.10 per share (Common Stock) of Centric Brands Inc., a Delaware corporation (the Issuer), issued and outstanding as of November 14, 2019, per the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on November 14, 2019 and including the issuance of 1,230,000 shares of Common Stock issued as described in this Amendment No. 3 to Schedule 13-D for a total of 60,286,743 shares of Common Stock.
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Explanatory Note
This Amendment No. 3 (this Amendment No. 3) to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on November 8, 2018, as amended on October 8, 2019 and November 8, 2019 (as amended to date, the Schedule 13D), on behalf of the Reporting Person with respect to the shares of common stock, par value $0.10 per share (the Common Stock), of Centric Brands Inc., a Delaware corporation (the Issuer). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 3.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to add the following information:
(a) The information set forth on the cover page of this Amendment is incorporated herein by reference. As of the date hereof, Mr. Rabin beneficially owns an aggregate of 4,588,000 shares of the Companys Common Stock.
Excluded from Mr. Rabins beneficial ownership are 2,870,000 shares of Common Stock underlying restricted stock units of the Company (RSUs) and 500,000 shares of Common Stock underlying performance stock units of the Company (PSUs).
Each RSU represents a contingent right to receive one share of Common Stock upon vesting. The RSUs are eligible to vest as follows:
· 1,230,000 shares of Common Stock underlying the RSUs will vest in full upon December 31, 2020;
· 1,640,000 shares of Common Stock underlying the RSUs will vest in full upon December 31, 2021;
· 166,666 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2020;
· 166,667 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2021; and
· 166,667 shares of Common Stock underlying the RSUs will vest in full upon October 3, 2022.
33.33% of the PSU will vest on each of December 31, 2019, 2020 and 2021. The PSUs will vest based on the Companys selling, general and administrative (SG&A) expenses being below a certain target amount for each fiscal year in which the PSUs are scheduled to vest. The Company has not confirmed if the PSU targets have been met for 2019.
(b) The information set forth on the cover page of this Amendment and Item 5(a) hereof is incorporated herein by reference. As of the date hereof, Mr. Rabin holds sole dispositive and voting power over an aggregate of 4,588,000 shares of the Common Stock, consisting of all of the shares identified in Item 5(a) hereof, excluding the RSUs and PSUs identified therein.
(c) The information provided in Items 1-4 hereof is incorporated herein by reference. The following transactions are reflected in the percentages and share amounts reported on the cover page of this Schedule 13D and Item 5(a) and (b) hereof:
On December 31, 2019, 1,230,000 shares of Common Stock underlying the RSUs vested and were issued to Mr. Rabin for no additional consideration.
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