Sec Form 3 Filing - RT-ICON Holdings LLC @ 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
RT-ICON Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
PLBY Group, Inc. [ PLBY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
260 EAST BROWN STREET, SUITE 380
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2021
(Street)
BIRMINGHAM, MI48009
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 17,001,047 D ( 1 )
Common Stock 100,000 I See Footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RT-ICON Holdings LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Giampetroni John
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Rizvi Traverse Management, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
RTM-ICON, LLC
260 EAST BROWN STREET
SUITE 380
BIRMINGHAM, MI48009
X
Signatures
RT-ICON Holdings LLC By: RTM-ICON, LLC, its Manager By: /s/ Suhail Rizvi, President 02/16/2021
Signature of Reporting Person Date
/s/ John Giampetroni 02/16/2021
Signature of Reporting Person Date
Rizvi Traverse Management, LLC By: /s/ Suhail Rizvi, Chief Investment Officer 02/16/2021
Signature of Reporting Person Date
RTM-ICON, LLC By: /s/ Suhail Rizvi, President 02/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares RT-ICON Holdings LLC ("RT-ICON") received in connection with the merger (the "Merger") between Mountain Crest Acquisition Corp, now known as PLBY Group, Inc. and Playboy Enterprises, Inc. RTM-ICON, LLC ("RTM-ICON") is the manager of RT-ICON and Rizvi Traverse Management, LLC ("Rizvi Traverse") is the sole member of RTM-ICON. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of Rizvi Traverse. Each of RTM-ICON, Rizvi Traverse, Mr. Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RT-ICON, but each disclaims beneficial ownership of such shares, except to the extent of any 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 held directly by RT PE Investment LLC ("RT PE Investment"). These securities were acquired by RT PE Investment on February 10, 2021 in connection and simultaneously with the Merger described in footnote (1) and pursuant to that certain Subscription Agreement, dated September 30, 2020, by and between Mountain Crest Acquisition Corp, now known as PLBY Group, Inc., and RT PE Investment. RTM-ICON is the manager of RT PE Investment and, accordingly, each of RTM-ICON, Rizvi Traverse and Mr. Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RT PE Investment, but each disclaims beneficial ownership of such shares, except to the extent of any 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.

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