Rizvi Opportunistic Equity Fund II, L.P. - Mar 4, 2022 Form 3 Insider Report for PLBY Group, Inc. (PLBY)

Role: 10%+ Owner
Signature: Rizvi Opportunistic Equity Fund II, L.P. By: Rizvi Traverse GP II, LLC, its General Partner By: /s/ Suhail Rizvi, Managing Director
Stock symbol: PLBY
Transactions as of: Mar 4, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/14/2022, 04:14 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PLBY	Common Stock						7.07M	Mar 4, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes (i) 3,534,530 shares acquired in a pro rata distribution of shares of the common stock ("Common Stock"), par value $0.0001 per share, of PLBY Group, Inc. (the "Issuer") by RT-ICON Holdings LLC ("RT-ICON") to its members for no consideration, effected on November 18, 2021 and (ii) 3,534,534 shares of Common Stock acquired in a pro rata distribution of shares of Common Stock by RT-ICON to its members for no consideration, effected on March 4, 2022 (the "March Distribution").
F2	Following the March Distribution, Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II") beneficially owned greater than 10% of the Issuer's outstanding Common Stock and became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Suhail Rizvi and John Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Content

Includes (i) 3,534,530 shares acquired in a pro rata distribution of shares of the common stock ("Common Stock"), par value $0.0001 per share, of PLBY Group, Inc. (the "Issuer") by RT-ICON Holdings LLC ("RT-ICON") to its members for no consideration, effected on November 18, 2021 and (ii) 3,534,534 shares of Common Stock acquired in a pro rata distribution of shares of Common Stock by RT-ICON to its members for no consideration, effected on March 4, 2022 (the "March Distribution").

Following the March Distribution, Rizvi Opportunistic Equity Fund II, L.P. ("ROEF II") beneficially owned greater than 10% of the Issuer's outstanding Common Stock and became subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer. Rizvi Traverse GP II, LLC ("RT GP II") is the general partner of ROEF II. Mr. Suhail Rizvi and Mr. John Giampetroni are the managers of RT GP II. Each of RT GP II and Messrs. Suhail Rizvi and John Giampetroni may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by ROEF II, but each disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

Remarks:

This Form 3 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Mr. Suhail Rizvi on March 8, 2022 and the Form 4 filed by Mr. John Giampetroni and Rizvi Traverse Management, LLC on March 8, 2022 and relates to the same transaction.