Carlyle Group Inc. — Director's Dealing 2015

Dec 8, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sequential Brands Group, Inc. (SQBG)
CIK: 0001648428
Period of Report: 2015-12-04

Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)
Reporting Person: Carlyle Group L.P. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.P. (10% Owner)
Reporting Person: Carlyle Equity Opportunity GP, L.L.C. (10% Owner)
Reporting Person: Carlyle Equity Opportunity GP, L.P. (10% Owner)
Reporting Person: Carlyle Galaxy Holdings, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6369812	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (right to buy)	$11.20	2019-12-31	Common Stock (1403254)		Indirect

Footnotes

F1: Includes 581,387 shares of common stock which may be delivered to Carlyle Galaxy on February 15, 2016, upon the expiration of an indemnification period related to the merger of SQBG, Inc. (formerly known as Sequential Brands Group, Inc.) and Galaxy Brand Holdings, Inc. on August 15, 2014.

F2: Carlyle Galaxy Holdings, L.P. ("Carlyle Galaxy") is the beneficial owner of the shares of common stock reported herein. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the managing member of Carlyle Equity Opportunity GP, L.L.C., which is the general partner of Carlyle Equity Opportunity GP, L.P., which is the general partner of Carlyle Galaxy Holdings, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the shares of common stock owned of record by Carlyle Galaxy.

F3: The Warrant is exercisable for an aggregate of up to 1,403,254 shares of Common Stock based upon the performance of the Linens 'n Things brand. Specifically, (i) if the Linens 'n Things brand generates net royalties equal to or in excess of $10 million in calendar year 2016, 16.7% of the Warrant Shares will vest, (ii) if the Linens 'n Things brand generates net royalties equal to or in excess of $15 million in calendar year 2016, an additional 33.3% of the Warrant Shares will vest, (iii) if the Linens 'n Things brand generates net royalties equal to or in excess $10 million in calendar year 2017, 16.7% of the Warrant Shares will vest, and (iv) if the Linens 'n Things brand generates net royalties equal to or in excess $15 million in calendar year 2017, an additional 33.3% of the Warrant Shares will vest.