Sec Form 4 Filing - Centre Partners V, L.P. @ LIFETIME BRANDS, INC - 2019-03-21

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 Centre Partners V, L.P. 2. Issuer Name and Ticker or Trading Symbol LIFETIME BRANDS, INC [ LCUT] 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) C/O CENTRE PARTNERS MANAGEMENT LLC, 601 LEXINGTON AVENUE, 55TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2019 (Street) NEW YORK, NY10022 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, par value $0.01, per share 03/21/2019 P 50,000 ( 1 ) A $ 9.4873 ( 2 ) 5,834,708 ( 3 ) I See footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.01, per share 03/22/2019 P 50,000 ( 1 ) A $ 9.4918 ( 7 ) 5,884,708 ( 3 ) I See footnotes ( 4 ) ( 5 ) ( 6 ) Common Stock, par value $0.01, per share 7,086 D ( 6 ) ( 8 )

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 Centre Partners V, L.P. C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X Centre Capital Investors V LP C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X Centre Partners V LLC C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X JRJ V LP C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X Harwich Road V LP C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X JRJ Inc. C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X Harwich Road Inc. C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X POLLACK BRUCE G C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X JAFFE DAVID C/O CENTRE PARTNERS MANAGEMENT LLC 601 LEXINGTON AVENUE, 55TH FLOOR NEW YORK, NY10022 X Signatures Centre Partners V, L.P., By: Centre Partners V LLC, Its: General Partner, By: /s/ William Tomai, Authorized Person 03/25/2019 Signature of Reporting Person Date Centre Capital Investors V LP, By: /s/ Bruce G. Pollack, Authorized Person 03/25/2019 Signature of Reporting Person Date Centre Partners V LLC, By: /s/ William Tomai, Authorized Person 03/25/2019 Signature of Reporting Person Date JRJ V LP, By: JRJ Inc., Its: General Partner, By: /s/ Bruce G. Pollack, President 03/25/2019 Signature of Reporting Person Date Harwich Road V LP, By: Harwich Road Inc., Its: General Partner, By: /s/ David L. Jaffe, President 03/25/2019 Signature of Reporting Person Date JRJ Inc., By: /s/ Bruce G. Pollack, President 03/25/2019 Signature of Reporting Person Date Harwich Road Inc., By: /s/ David L. Jaffe, President 03/25/2019 Signature of Reporting Person Date /s/ Bruce G. Pollack 03/25/2019 Signature of Reporting Person Date /s/ David L. Jaffe 03/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock purchased in open market transactions by Centre Capital Investors V, L.P. ("Centre Investors"). Centre Partners V, L.P. ("Centre Partners LP") is the sole general partner of Centre Investors. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.35 to $9.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 3 )Includes 5,593,116 shares of common stock directly held by Taylor Parent, LLC ("Taylor Parent"). ( 4 )CP Taylor GP, LLC ("CP Taylor") has the authority to appoint the board of directors of Taylor Parent. Centre Partners, L.P. is the sole memberof CP Taylor and the general partner of Centre Investors. Centre Partners V LLC ("Centre Partners") is the general partner of Centre Partners LP.JRJ V LP ("JRJ LP") and Harwich Road V LP ("Harwich Road LP") are co-managers of Centre Partners. JRJ Inc. ("JRJ") is the general partner ofJRJ LP. Harwich Road Inc. ("Harwich Road") is the general partner of Harwich Road LP. Bruce Pollack is the president of JRJ. David Jaffe is thepresident of Harwich Road. (Cont'd in FN 5) ( 5 )(Cont'd from FN 4) As such, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Centre Investors and CP Taylor, Centre Partners LP, Centre Partners, JRJ LP, Harwich Road LP, JRJ, Harwich Road, Bruce Pollack and David Jaffe may be deemed to beneficially own the shares of the Issuer owned directly by Taylor Parent. ( 6 )Each of the Reporting Persons disclaims beneficial ownership of the shares of the Issuer except to the extent of their respective pecuniary interest therein. ( 7 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.42 to $9.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 8 )These shares are directly owned by Mr. Pollack.

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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