Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * McLallen Walter Field	2. Issuer Name and Ticker or Trading Symbol Centric Brands Inc. [ CTRC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O CENTRIC BRANDS INC., 350 5TH AVENUE, 6TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/31/2019
(Street) NEW YORK, NY 10118 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	12/31/2019		M		23529	A	$0 (1)	162619	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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)(2)	12/31/2019		M			23529	12/31/2019	12/31/2019	Common Stock, par value $0.10 per share	23529	$0 (2)	0	D
Restricted Stock Units	(2)	1/2/2020		A		44444		(3)	(3)	Common Stock, par value $0.10 per share	44444	$0 (2)	44444	D

Explanation of Responses:
(1)	The reporting person previously received a grant of Restricted Stock Units ("RSUs") each representing a contingent right to receive one share of common stock of Centric Brands Inc. (the "Company") pursuant to the Centric Brands Inc. 2016 Stock Incentive Plan (the "Plan") and previously reported on Table II of a Form 4. These RSUs vested in accordance with the terms of the grant.
(2)	Each RSU represents a contingent right to receive one share of the common stock, par value $0.10 per share, of the Company and the RUSs were granted pursuant to the Plan.
(3)	The RSUs will vest in equal installments on July 1, 2020 and December 31, 2020, respectively, subject to the reporting person's continuous service as a member of the Board of Directors on such vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McLallen Walter Field C/O CENTRIC BRANDS INC. 350 5TH AVENUE, 6TH FLOOR NEW YORK, NY 10118	X

Signatures
/s/ Walter McLallen		1/3/2020
**Signature of Reporting Person		Date