Sec Form 3 Filing - Kohn Bernhard L III @ PLBY Group, Inc. - 2021-02-10

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 Kohn Bernhard L III 2. Issuer Name and Ticker or Trading Symbol PLBY Group, Inc. [ PLBY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (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 50,000 I ( 1 ) See Footnote ( 1 ) Common Stock 1,082,950 ( 2 ) D ( 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 Stock Option (Right to buy) $ 3.35 ( 3 ) 08/28/2028 Common Stock 948,322 D Stock Option (Right to buy) $ 10.52 ( 4 ) 01/31/2031 Common Stock 965,944 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kohn Bernhard L III C/O PLBY GROUP, INC. 10960 WILSHIRE BLVD, SUITE 2200 LOS ANGELES, CA90024 X CEO and President Signatures /s/ Christopher Riley, as Attorney-in-Fact 02/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock held directly by RT PE Investment LLC ("RT PE Investment"). RT PE Investment acquired 100,000 shares of common stock of the Issuer in a private placement transaction in connection with 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 Enterprises, Inc. ("Playboy"), and Suying Liu (solely for purposes of Section 7.2 and Article XI). The Reporting Person indirectly holds 50% of the pecuniary interests in RT PE Investment LLC. Mr. Kohn disclaims beneficial ownership of the shares owned by RT PE Investment, except to the extent of his pecuniary interest therein., and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purpose of Section 16 or for any other purpose. ( 2 )Represents shares of PLBY common stock that will be issued in settlement of 193,275 restricted stock units originally granted to the Reporting Person by Playboy (the "Playboy RSUs") that became fully vested and then were terminated prior to the Merger. 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). ( 3 )The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 169,248 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. ( 4 )The Stock Option was received in connection with the Merger upon the conversion of an option to purchase 172,393 shares of common stock of Playboy, with an exercise price of $58.89, into an option to purchase shares of common stock of PLBY pursuant to the terms of the Merger Agreement and the allocation schedule thereunder. 1/3 of the shares subject to the Stock Option will vest on the first anniversary of the closing date of the Merger, or February 10, 2022, and the remainder will vest ratably in 24 equal monthly installments thereafter, subject, in each case, to the Reporting Person's continued employment or service through each applicable vesting date. The Stock Option is also subject to full acceleration of vesting in the event the Reporting Person is subject to a qualifying involuntary termination of employment.

Remarks: Exhibit List Exhibit 24.1 - Power of Attorney

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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