Sec Form 3 Filing - Israel David @ PLBY Group, Inc. - 2021-02-10

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
Israel David
2. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [ PLBY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO & COO
(Last) (First) (Middle)
C/O PLBY GROUP, INC., 10960 WILSHIRE BLVD, SUITE 2200
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2021
(Street)
LOS ANGELES, CA90024
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
Common Stock 219,532 ( 1 ) D ( 1 )
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
Stock Option $ 3.35 ( 2 ) 08/28/2028 Common Stock 189,610 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Israel David
C/O PLBY GROUP, INC.
10960 WILSHIRE BLVD, SUITE 2200
LOS ANGELES, CA90024
CFO & COO
Signatures
/s/ Christopher Riley, as Attorney-in-Fact 02/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of PLBY (as defined below) common stock that will be issued in settlement of 39,180 restricted stock units (the "Playboy RSUs") granted to the Reporting Person by Playboy Enterprises, Inc. ("Playboy") that became fully vested and then were terminated prior to the merger (the "Merger") described in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 30, 2020, among Mountain Crest Acquisition Corp, now known as PLBY Group, Inc. ("PLBY"), MCAC Merger Sub Inc., Playboy, and Suying Liu (solely for purposes of Section 7.2 and Article XI). In connection with the Merger, PLBY assumed the obligation to settle the terminated Playboy RSUs in shares of its common stock in accordance with the allocation schedule under the Merger Agreement within 10 days following the first anniversary of the Merger (or, if earlier, the date the Playboy RSUs would have been settled in accordance with their original terms upon the occurrence of certain events).
( 2 )The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 33,840 shares of common stock of Playboy, with an exercise price of $18.73, into an option to purchase shares of common stock of PLBY pursuant to the terms of the Merger Agreement and the allocation schedule thereunder. The Stock Option is fully vested.

Remarks:
Exhibit List Exhibit 24.1 - Power of Attorney

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