Sec Form 4 Filing - Buckley Michael F @ Centric Brands Inc. - 2018-10-29

FORM 4 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 Buckley Michael F 2. Issuer Name and Ticker or Trading Symbol Centric Brands Inc. [ DFBG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Former Chief Executive Officer (Last) (First) (Middle) C/O CENTRIC BRANDS INC., 350 5TH AVENUE, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2018 (Street) NEW YORK, NY10118 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, par value $0.10 per share 10/29/2018 M 144,588 ( 1 ) A 826,370 D Common Stock, par value $0.10 per share 10/29/2018 F 49,999 ( 2 ) D $ 4.22 776,371 D Common Stock, par value $0.10 per share 10/29/2018 M 150,000 ( 1 ) A 926,371 D Common Stock, par value $0.10 per share 10/29/2018 F 60,513 ( 2 ) D $ 4.22 865,858 D

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 Restricted Stock Units ( 1 ) 10/29/2018 M 144,588 10/29/2018 10/29/2018 Common Stock, par value $0.10 per share 144,588 $ 0 0 D Performance Share Units ( 1 ) 10/29/2018 M 150,000 10/29/2018 10/29/2018 Common Stock, par value $0.10 per share 150,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Buckley Michael F C/O CENTRIC BRANDS INC. 350 5TH AVENUE, 6TH FLOOR NEW YORK, NY10118 X Former Chief Executive Officer Signatures /s/ Lori Nembirkow, as attorney-in-fact 10/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person previously received a grant of shares of Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs") that represented a contingent right to receive one share of the Company's common stock pursuant to the Differential Brands Group Inc. 2016 Stock Incentive Plan, as amended, (the "Plan") and previously reported on Table II of a Form 3. Pursuant to the separation agreement by and between Mr. Buckley and the Company, dated October 29, 2018, the Company accelerated the vesting of the remaining 144,688 RSUs scheduled to vest on 12/31/18 and 150,000 of his PSUs. ( 2 )In accordance with the terms and conditions of the RSU and PSU agreement, and as permitted under the Plan, the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the reporting person. There was no open market sale of common stock by the reporting person.

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