Sec Form 3 Filing - WYARD BRETT G @ Select Interior Concepts, Inc. - 2018-08-13

Insider filing report for Changes in Beneficial Ownership
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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
WYARD BRETT G
2. Issuer Name and Ticker or Trading Symbol
Select Interior Concepts, Inc. [ SIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
11111 SANTA MONICA BLVD., SUITE 1275
3. Date of Earliest Transaction (MM/DD/YY)
08/13/2018
(Street)
LOS ANGELES, CA90025
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
Class A Common Stock 0 ( 1 ) ( 2 ) I ( 1 ) ( 2 ) See footnotes ( 1 ) ( 2 )
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
Phantom Stock ( 3 ) ( 3 ) ( 3 ) Class A Com mon Stock 0 ( 3 ) ( 4 ) I ( 4 ) See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WYARD BRETT G
11111 SANTA MONICA BLVD., SUITE 1275
LOS ANGELES, CA90025
X
Signatures
/s/ Xavier Corso, attorney-in-fact 08/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Brett Wyard is a managing partner of each of Solace General Partner, LLC ("Solace GP") and Solace Capital Partners, LLC, the general partner of Solace Capital Partners, L.P. ("Solace Capital"). Solace GP is the general partner of, and Solace Capital is the investment manager of, Solace Capital Special Situations Fund, L.P. ("Solace Special Situations"), which is the 100% owner of Gateway Securities Holdings, LLC (the "Solace Fund"). The Solace Fund directly holds shares of Class A Common Stock of the Issuer, and each of Solace GP and Solace Capital has voting and investment power over the shares of Class A Common Stock held by the Solace Fund.
( 2 )(Continued from Footnote 1) This report does not include any shares of Class A Common Stock directly held by the Solace Fund or that may be deemed to be beneficially owned by Solace GP, Solace Capital, Solace Special Situations or any other entity affiliated with the Solace Fund. Mr. Wyard disclaims beneficial ownership of all such securities, and this report shall not be deemed an admission that Mr. Wyard is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The phantom stock is economically equivalent to the Issuer's Class A Common Stock. These phantom stock were granted by the Issuer under its 2017 Incentive Compensation Plan on December 15, 2017, in connection with Mr. Wyard's service on the board of directors of the Issuer (the "Board"). These phantom stock will vest in equal installments annually over three years and be settled in cash on the applicable vesting date so long as Mr. Wyard continues to serve on the Board through the applicable vesting date.
( 4 )The terms of the limited partnership agreement of Solace Special Situations require that all payments in respect of Mr. Wyard's service as a director on the Board be paid to Solace Capital. As such, Mr. Wyard does not have any right to the compensation received in connection with his service on the Board, and he therefore does not have any pecuniary interest in the phantom stock. Mr. Wyard disclaims beneficial ownership of all such securities, and this report shall not be deemed an admission that Mr. Wyard is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
Exhibit ListExhibit 24 - Power of Attorney

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