PLBY.NASDAQPlby Group, INC

SCHEDULE 13D/A: Key Investors Update Holdings in PLBY Group, Inc. Following Share Dilution and RSU Grants

Sentiment:

Beneficial Ownership Update

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Major shareholders Suhail Rizvi and John Giampetroni have updated their beneficial ownership in PLBY Group, Inc., reflecting dilution from a recent 14.9 million share private placement and new restricted stock unit grants to director Suhail Rizvi.

Capital raiseOn November 5, 2024, PLBY Group, Inc. issued 14,900,000 shares of Common Stock in a private placement.The shares were issued to a third-party investor.
Worse than expectedThe issuance of 14,900,000 shares in a private placement resulted in dilution for existing shareholders.Two reporting entities, Rizvi Master LLC and Traverse Capital Partners LLC, ceased to hold more than 5% beneficial ownership due to this dilution, indicating a reduction in their proportional stake.

Summary

  • This is Amendment No. 7 to the Schedule 13D filing for PLBY Group, Inc. Common Stock, updating beneficial ownership information for key reporting persons.
  • Suhail Rizvi beneficially owns 18,319,661 shares, representing 19.50% of the class, including 228,875 restricted stock units (RSUs) vesting within 60 days.
  • John Giampetroni beneficially owns 14,471,993 shares, representing 15.41% of the class.
  • The update is primarily due to the Issuer's issuance of 14,900,000 shares of Common Stock in a private placement to a third-party investor on November 5, 2024.
  • This private placement resulted in the dilution of existing shareholders, causing Rizvi Master LLC and Traverse Capital Partners LLC to cease being beneficial owners of more than 5% of the Common Stock, thus triggering their exit filings.
  • The filing also reports several restricted stock unit (RSU) grants to Mr. Suhail Rizvi, a non-employee director, totaling 408,890 RSUs across various dates from October 2023 to May 2025, with different vesting schedules.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant share dilution caused by the private placement, which reduced the proportional ownership of existing shareholders. While RSU grants to a director are positive for alignment, the overall impact of dilution on existing stakes is a key takeaway.

Positives

  • Continued significant beneficial ownership by key investors Suhail Rizvi (19.50%) and John Giampetroni (15.41%) indicates ongoing commitment to PLBY Group, Inc.
  • Restricted Stock Unit (RSU) grants to non-employee director Suhail Rizvi align his interests with long-term shareholder value, with some RSUs vesting over future periods (e.g., 117,509 RSUs vesting by July 30, 2025, and 100,000 RSUs vesting by June 16, 2026).

Negatives

  • The issuance of 14,900,000 shares in a private placement on November 5, 2024, resulted in significant dilution for existing shareholders, including the reporting persons.
  • Two entities, Rizvi Master LLC and Traverse Capital Partners LLC, ceased to be beneficial owners of more than 5% of the Common Stock due to this dilution, indicating a reduced proportional stake for these specific entities.

Risks

  • Dilution of existing shareholder value due to the issuance of new shares, which can negatively impact per-share metrics and ownership percentages.

Future Outlook

The document indicates future vesting dates for certain Restricted Stock Units granted to Mr. Suhail Rizvi, with 117,509 RSUs vesting by July 30, 2025 (or the 2025 annual meeting) and 100,000 RSUs vesting by June 16, 2026 (or the 2026 annual meeting), suggesting continued long-term incentive alignment.

Industry Context

This Schedule 13D filing primarily concerns changes in significant shareholder ownership and does not provide broader industry context or trends. The private placement suggests the company sought additional capital, which could be a response to market conditions or strategic growth initiatives, but the filing itself does not elaborate on these broader industry implications.

Related Party Transactions

  • The grants of Restricted Stock Units (RSUs) to Suhail Rizvi, a non-employee director of the Issuer, can be considered related party transactions.

Stakeholder Impact

  • Shareholders: Existing shareholders experienced dilution of their ownership percentages due to the issuance of 14,900,000 new shares in a private placement.
  • Director (Suhail Rizvi): Received additional RSU grants, aligning his interests with the company's long-term performance.

Next Steps

  • Vesting of 117,509 RSUs granted to Suhail Rizvi on the earlier of July 30, 2025, or the Issuer's 2025 annual meeting of stockholders.
  • Vesting of 100,000 RSUs granted to Suhail Rizvi on the earlier of June 16, 2026, or the Issuer's 2026 annual meeting of stockholders.

Key Dates

DateDescription
February 19, 2021Original Schedule 13D filed.
June 16, 2021Amendment No. 1 to Schedule 13D filed.
November 22, 2021Amendment No. 2 to Schedule 13D filed.
March 8, 2022Amendment No. 3 to Schedule 13D filed.
March 18, 2022Amendment No. 4 to Schedule 13D filed.
February 10, 2023Amendment No. 5 to Schedule 13D filed.
March 31, 2023Amendment No. 6 to Schedule 13D filed.
October 9, 202316,250 RSUs granted to Suhail Rizvi, vested in full upon grant.
October 9, 202350,000 RSUs granted to Suhail Rizvi.
June 13, 202450,000 RSUs granted on October 9, 2023, vested.
July 30, 202476,381 RSUs granted to Suhail Rizvi, vested in full upon grant.
July 30, 2024117,509 RSUs granted to Suhail Rizvi, vesting on the earlier of July 30, 2025, or the Issuer's 2025 annual meeting of stockholders.
November 5, 2024Issuer issued 14,900,000 shares of Common Stock in a private placement to a third-party investor.
April 21, 2025Date as of which 93,940,964 shares of Common Stock were outstanding.
April 30, 2025Issuer's Schedule 14A filed with the SEC.
May 2, 2025Date of event which requires filing of this statement (latest RSU grant).
May 2, 202548,750 RSUs granted to Suhail Rizvi, vested in full upon grant.
May 2, 2025100,000 RSUs granted to Suhail Rizvi, vesting on the earlier of June 16, 2026, or the Issuer's 2026 annual meeting of stockholders.
May 6, 2025Signature date for the filing of Amendment No. 7.

Keywords

PLBY Group Inc., Schedule 13D, Beneficial Ownership, Suhail Rizvi, John Giampetroni, Restricted Stock Units, RSUs, Share Dilution, Private Placement, SEC Filing, Common Stock, Investor Holdings, Corporate Governance

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