SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
RT-ICON Holdings LLC

(Last) (First) (Middle)
801 NORTHPOINT PARKWAY
SUITE 129

(Street)
WEST PALM BEACH FL 33407

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [ PLBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/18/2021 J(1) 8,500,523(1) D $0.00 8,500,524(2) D
Common Stock 11/18/2021 J(1)(3) 484,313(3) A $0.00 8,984,837(4) I See Footnote(4)
Common Stock 11/18/2021 J(1)(5) 1,670,045(5) A $0.00 10,654,882(6) I See Footnote(6)
Common Stock 11/18/2021 J(1)(7) 139,564(7) A $0.00 10,794,446(8) I See Footnote(8)
Common Stock 11/18/2021 J(1)(9) 3,534,530(9) A $0.00 14,328,976(10) I See Footnote(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
RT-ICON Holdings LLC

(Last) (First) (Middle)
801 NORTHPOINT PARKWAY
SUITE 129

(Street)
WEST PALM BEACH FL 33407

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Giampetroni John

(Last) (First) (Middle)
801 NORTHPOINT PARKWAY
SUITE 129

(Street)
WEST PALM BEACH FL 33407

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Rizvi Traverse Management, LLC

(Last) (First) (Middle)
801 NORTHPOINT PARKWAY
SUITE 129

(Street)
WEST PALM BEACH FL 33407

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RTM-ICON, LLC

(Last) (First) (Middle)
801 NORTHPOINT PARKWAY
SUITE 129

(Street)
WEST PALM BEACH FL 33407

(City) (State) (Zip)
Explanation of Responses:
1. Represents a pro rata in-kind distribution of an aggregate of 8,500,523 shares of the Issuer's common stock, par value $0.0001 per share, by RT-ICON Holdings LLC ("RT-ICON") to its members for no consideration.
2. Represents shares of common stock held by RT-ICON. RTM-ICON LLC ("RTM-ICON") is the manager of RT-ICON. Rizvi Traverse Management, LLC ("Rizvi Traverse") is the sole member of RTM-ICON. Mr. John Giampetroni is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
3. Represents the receipt of 484,313 shares by RT-ICON FF LLC ("RT-ICON FF") in the distribution referenced in Footnote 1 above.
4. Represents shares of common stock held by funds controlled by RTM-ICON. Rizvi Traverse is the sole member of RTM-ICON. Mr. John Giampetroni is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
5. Represents the receipt of an aggregate of 1,670,045 shares by funds controlled by Rizvi Traverse (the "funds") in the distribution referenced in Footnote 1 above.
6. Represents shares of common stock held by the funds. Mr. John Giampetroni is a manager of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by the funds, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
7. Represents the receipt of 139,564 shares of common stock by Rizvi Traverse Partners II, LLC ("RTP II") in the distribution reference in Footnote 1 above.
8. Represents 10,654,882 shares of common stock held by the funds and 139,564 shares of common stock held by RTP II. Rizvi Traverse Management II, LLC ("RTM II") is the manager of RTP II. Mr. John Giampetroni is a manager of RT GP II. Each of RTM II and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by RTM II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
9. Represents the receipt of 3,534,530 shares by Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II") in the distribution referenced in Footnote 1 above.
10. Represents 3,534,530 shares of common stock held by ROEF II, 10,654,882 shares of common stock held by the funds and 139,564 shares of common stock held by RTP II. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. John Giampetroni is a manager of RT GP II. Each of RT GP II and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of common stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
RT-ICON Holdings LLC By: RTM-ICON, LLC, its Manager By: /s/ Suhail Rizvi, President 11/22/2021
By: /s/ John Giampetroni 11/22/2021
Rizvi Traverse Management, LLC By: /s/ Suhail Rizvi, Chief Investment Officer 11/22/2021
RTM-ICON, LLC By: /s/ Suhail Rizvi, President 11/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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