Insider filing report for Changes in Beneficial Ownership
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- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No: 5)*
PLBY Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
72814P109
(CUSIP Number)
Audrey
DiMarzo
801 Northpoint Parkway, Suite 129
West Palm Beach, FL 33407
(248) 594-4776
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 1, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP: 72814P109
Page: Page 2 of 9
| 1 |
NAMES OF REPORTING PERSONS
Suhail Rizvi | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
21,798,279 (1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
21,798,279 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,798,279 (1)(2)(3)(4)(5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.40% (6) | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
(1) Includes 32,496 restricted stock units (“RSUs”) in respect of shares of Common Stock which have vested or are scheduled to vest within sixty days of the date hereof. Does not include 4,998 unvested RSUs as they do not vest within sixty days of the date hereof.
(2) Includes shares held directly by Rizvi Opportunistic Equity Fund (TI), L.P. (“ROEF (TI)”), Rizvi Opportunistic Equity Fund I-B (TI), L.P. (“ROEF I-B (TI)”), Rizvi Opportunistic Equity Fund I-B, L.P. (“ROEF I-B”), Rizvi Opportunistic Equity Fund, L.P. (“ROEF”), Rizvi Traverse Partners, LLC (“RTP LLC”) and RT-ICON FF LLC (“RT FF”) (collectively, the “Rizvi Traverse Entities”). RTM-ICON, LLC (“RTM-ICON”) is the manager of RT FF. Rizvi Traverse Management, LLC (“Rizvi Traverse”) is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(3) Includes shares held directly by Rizvi Opportunistic Equity Fund II, L.P. (“ROEF II”). Rizvi Traverse GP II, LLC (“RT GP II” and, together with Rizvi Traverse, ROEF II and Messrs. Rizvi and Giampetroni, the “Reporting Persons”) is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and 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.
(4) Includes shares held directly by Rizvi Traverse Partners II, LLC (“RTP II LLC”). Rizvi Traverse Management II, LLC (“RTM II”) is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(5) Includes shares held directly by Rizvi Interests Inc. (“Rizvi Interests”). Mr. Suhail Rizvi is the controlling shareholder of Rizvi Interests. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Rizvi Interests, but disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(6) Based on 71,708,659 shares of Common Stock, which is the sum of (a) 45,790,268 shares of Common Stock outstanding as of November 3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (b) 6,357,341 shares of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement, dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (c) 19,561,050 shares of Common Stock issued by the Issuer in connection with the Rights Offering (as defined herein).
2
CUSIP: 72814P109
Page: Page 3 of 9
| 1 |
NAMES OF REPORTING PERSONS
John Giampetroni | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
21,765,783 | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
21,765,783 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,765,783 (1)(2)(3)(4) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35% (5) | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON is the manager of RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of ROEF II, RT GP II, Messrs. Rizvi and 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.
(3) Includes shares held directly by RTP II LLC. RTM II is the manager of RTP II LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RTM II. Each of RTM II and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RTP II LLC, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(4) Includes
shares held directly by Traverse Capital Partners LLC (“TCP”). Mr. John Giampetroni owns all of the equity
interests of TCP. Mr. Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by TCP, but
disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(5) Based on 71,708,659 shares of Common Stock, which is the sum of (a) 45,790,268 shares of Common Stock outstanding as of November
3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (b) 6,357,341 shares
of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement,
dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (c) 19,561,050 shares of Common Stock issued by the
Issuer in connection with the Rights Offering.
3
CUSIP: 72814P109
Page: Page 4 of 9
| 1 |
NAMES OF REPORTING PERSONS
Rizvi Traverse Management, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
6,772,332 | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
6,772,332 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,772,332 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.44% (2) | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by the Rizvi Traverse Entities. RTM-ICON is the manager of RT FF. Rizvi Traverse is the sole member of RTM-ICON, the general partner of each of ROEF (TI), ROEF I-B (TI), ROEF I-B and ROEF and the managing member of RTP LLC. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, and Messrs. Rizvi and Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the Rizvi Traverse Entities, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
(2) Based on 71,708,659 shares of Common Stock, which is the sum of (a) 45,790,268 shares of Common Stock outstanding as of November 3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (b) 6,357,341 shares of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement, dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (c) 19,561,050 shares of Common Stock issued by the Issuer in connection with the Rights Offering.
4
CUSIP: 72814P109
Page: Page 5 of 9
| 1 |
NAMES OF REPORTING PERSONS
Rizvi Opportunistic Equity Fund II, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
14,323,656 | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
14,323,656 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,323,656 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.97% (2) | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and 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.
(2) Based on 71,708,659 shares of Common Stock, which is the sum of (a) 45,790,268 shares of Common Stock outstanding as of November 3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (b) 6,357,341 shares of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement, dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (c) 19,561,050 shares of Common Stock issued by the Issuer in connection with the Rights Offering.
5
CUSIP: 72814P109
Page: Page 6 of 9
| 1 |
NAMES OF REPORTING PERSONS
Rizvi Traverse GP II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 |
SOURCE OF FUNDS
OO (See Item 3) | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF
|
7 |
SOLE VOTING POWER
14,323,656 | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
14,323,656 | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,323,656 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.97% (2) | ||
| 14 |
TYPE OF REPORTING PERSON
OO | ||
(1) Includes shares held directly by ROEF II. RT GP II is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Rizvi and 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.
(2) Based on 71,708,659 shares of Common Stock, which is the sum of (a) 45,790,268 shares of Common Stock outstanding as of November 3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (b) 6,357,341 shares of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement, dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (c) 19,561,050 shares of Common Stock issued by the Issuer in connection with the Rights Offering.
6
CUSIP: 72814P109
Page: Page 7 of 9
This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D supplements and amends the Statement on Schedule 13D of the Reporting Persons (as defined below) originally filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2021, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on June 16, 2021, Amendment No. 2 to Schedule 13D filed with the SEC on November 22, 2021, Amendment No. 3 to Schedule 13D filed with the SEC on March 8, 2022 and Amendment No. 4 to Schedule 13D filed with the SEC on March 18, 2022 (as amended, the “Statement”). The Statement relates to the shares of common stock, $0.0001 par value per share (the “Common Stock”), of PLBY Group, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 10960 Wilshire Blvd., Suite 2200, Los Angeles, California 90024. The Common Stock is listed on The Nasdaq Global Market and trades under the symbol “PLBY.”
This Amendment No. 5 is being filed to report that on February 1, 2023, the Reporting Persons acquired additional shares of Common Stock following the exercise of subscription rights in connection with the Issuer’s rights offering to holders of Common Stock, as described in the Issuer’s prospectus supplement filed with the SEC on January 9, 2023, as supplemented, and a related prospectus, dated September 2, 2022, filed with the SEC, relating to the Issuer’s registration statement on Form S-3 (File No. 333-267273) (the “Rights Offering”).
Except as otherwise set forth in this Amendment No. 5, the information set forth in the Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 5. This Amendment No. 5 should be read together with the Statement.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended to add the following:
On February 1, 2023, the Issuer announced the closing of the Rights Offering, pursuant to which the Issuer issued an aggregate of 19,561,050 shares of Common Stock, at a subscription price of $2.5561 per share, for total gross proceeds of $50 million. ROEF II purchased 7,254,592 shares of Common Stock, RTP II LLC purchased 286,451 shares of Common Stock, the Rizvi Traverse Entities purchased 3,427,744 shares of Common Stock, entities controlled by Mr. Suhail Rizvi purchased 52,782 shares of Common Stock and entities controlled by Mr. John Giampetroni purchased 52,782 shares of Common Stock, at an aggregate purchase price of $28,307,149, through the exercise of subscription rights in the Rights Offering. Entities controlled by Mr. Suhail Rizvi and entities controlled by Mr. John Giampetroni provided the funds for the purchase of shares of Common Stock in the Rights Offering.
| Item 5. | Interest in Securities of the Issuer |
The responses set forth on rows 7 through 13 of the cover pages of this Statement, as of the date hereof, and Item 3 are incorporated by reference in this Item 5.
(a) and (b) – The following responses are based on 71,708,659 shares of Common Stock, which is the sum of (i) 45,790,268 shares of Common Stock outstanding as of November 3, 2022 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2022, (ii) 6,357,341 shares of Common Stock issued by the Issuer on or about January 24, 2023 pursuant to the offering contemplated by the prospectus supplement, dated January 24, 2023, and accompanying prospectus, dated September 2, 2022, and (iii) 19,561,050 shares of Common Stock issued by the Issuer in connection with the Rights Offering.
(c) – Except as set forth in this Statement, no Reporting Person has effected any transaction in the Common Stock in the 60 days preceding the date hereof.
(d) – Not applicable.
(e) – Not applicable.
| Item 6. | Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the Rights Offering, the Issuer entered into a standstill agreement (the “Standstill Agreement”) with ROEF, ROEF (TI), ROEF I-B, ROEF I-B (TI), ROEF II, Rizvi Traverse Partners LLC, RTP II LLC and RT FF (collectively, “RTM”) pursuant to which, among other limitations, RTM and their affiliates agreed not to purchase shares of Common Stock, such that RTM and their affiliates’ ownership would exceed 29.99% of the Issuer in the aggregate following any acquisition of Common Stock during the standstill period. The standstill period means any period from and after January 30, 2023 in which RTM and their affiliates collectively own, beneficially or of record, more than 14.9% of the total outstanding shares of Common Stock.
7
CUSIP: 72814P109
Page: Page 8 of 9
The foregoing description of the Standstill Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement, a copy of which is filed as Exhibit 99.8 hereto and is incorporated herein by reference.
| Item 7. | Materials to be Filed as Exhibits |
The following documents are filed as exhibits hereto:
* Previously filed.
8
CUSIP: 72814P109
Page: Page 9 of 9
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: February 10, 2023 | By: | /s/ Suhail Rizvi |
| Dated: February 10, 2023 | By: | /s/ John Giampetroni |
| Dated: February 10, 2023 |
Rizvi Opportunistic Equity Fund II, L.P. By: Rizvi Traverse GP II, LLC, its General Partner | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Managing Director | |
| Dated: February 10, 2023 | Rizvi Traverse Management, LLC | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Chief Investment Officer | |
| Dated: February 10, 2023 | Rizvi Traverse GP II, LLC | |
| By: | /s/ Suhail Rizvi | |
| Name: | Suhail Rizvi | |
| Title: | Managing Director | |
9