Sec Form 3 Filing - TARSHIS ANDREW @ Centric Brands Inc. - 2019-06-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TARSHIS ANDREW 2. Issuer Name and Ticker or Trading Symbol Centric Brands Inc. [ CTRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) C/O CENTRIC BRANDS INC., 350 FIFTH AVENUE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/24/2019 (Street) NEW YORK, NY10118 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 1 ) ( 1 ) ( 1 ) Common Stock, par value $0.10 150,000 D Restricted Stock Units ( 2 ) ( 2 ) ( 2 ) Common Stock, par value $0.10 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TARSHIS ANDREW C/O CENTRIC BRANDS INC. 350 FIFTH AVENUE, 6TH FLOOR NEW YORK, NY10118 General Counsel Signatures /s/ Andrew Tarshis 07/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with a consulting agreement with Centric Brands Inc., a Delaware corporation (the "Company") and previously reported on Table II of a Form 4 filed on October 31, 2018, Mr. Andrew Tarshis received a grant of shares of Restricted Stock Units ("RSUs") that represent a contingent right to receive one share of the Company's common stock, par value $0.10 per share (the "Common Stock") pursuant to the Centric Brands Inc. 2016 Stock Incentive Plan (the "Plan"), as amended. The RSUs vest in equal installments on October 29, 2019 and October 29, 2020. ( 2 )The RSUs vest in one-third increments on June 24, 2020, June 24, 2021 and June 24, 2022, subject to Mr. Tarshis's continued employment with the Company through the applicable vesting date; provided, if Mr. Tarshis's employment is terminated by the Company without "cause" (and not due to his death or disability) or by him for "good reason" (each such term as defined in his employment agreement with the Company) then any unvested portion of the RSUs will accelerate and become fully vested on the date of termination. Any vested RSUs will be settled through the issuance of Common Stock promptly following the applicable vesting 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).

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