| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Select Interior Concepts, Inc. [ SIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 08/26/2020 | A | 7,111(2)(3) | A | $0 | 7,111 | I(2)(5) | See Footnotes(2)(5) | ||
| Class A Common Stock | 08/26/2020 | A | 1,635(2)(4) | A | (4) | 8,746 | I(2)(5) | See Footnotes(2)(5) | ||
| Class A Common Stock | 4,109,497 | I(1)(5) | See Footnotes(1)(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Solace Capital Partners, L.P. ("Solace Capital") is the investment manager of, and Solace General Partner, LLC ("Solace GP") is the general partner of, Solace Capital Special Situations Fund, L.P. ("Solace Special Situations"), which is the 100% owner of Gateway Securities Holdings, LLC, which directly holds these shares of the Issuer's Class A Common Stock ("Common Stock"). |
| 2. Brett Wyard, a managing partner of each of the general partner of Solace Capital and of Solace GP, serves on the board of directors of the Issuer (the "Board") as a representative of Solace Capital. The terms of the limited partnership agreement of Solace Special Situations require that all payments in respect of Mr. Wyard's service as a director on the Board be paid to Solace Capital and further credited to Solace Special Situations. As such, Mr. Wyard does not have any right to the compensation received in connection with his service on the Board, and he therefore does not have any pecuniary interest in the Common Stock reported herein. |
| 3. Reflects annual equity grant of restricted stock units ("RSUs") in connection with Mr. Wyard's service on the Board, which vest on the date of the Issuer's annual meeting of stockholders in 2021. Each RSU represents a contingent right to receive one share of Common Stock. |
| 4. Reflects fully-vested Common Stock issued in lieu of cash for Mr. Wyard's prorated third quarter retainer fee, valued at $9,583. |
| 5. Each of Solace Capital and Solace GP disclaims beneficial ownership of the shares of Common Stock and RSUs reported herein, except to the extent of its pecuniary interest, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Remarks: |
| Brett Wyard, a managing partner of each of the general partner of Solace Capital and of Solace GP, serves on the Board as a representative of Solace Capital. By virtue of his representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization. |
| Solace Capital Partners, L.P., By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | 08/28/2020 | |
| Solace General Partner LLC, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | 08/28/2020 | |
| Solace Capital Special Situations Fund, L.P., By: Solace Capital Partners, L.P., its investment manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | 08/28/2020 | |
| Gateway Securities Holdings, LLC, By: Solace Capital Partners, L.P., its Manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer | 08/28/2020 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||