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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * TCP WR Acquisition LLC	2. Issuer Name and Ticker or Trading Symbol SEQUENTIAL BRANDS GROUP, INC. [ SQBG ]	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 TENGRAM CAPITAL ASSOCIATES, LLC, 15 RIVERSIDE AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/8/2014
(Street) WESTPORT, CT 06880 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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	12/8/2014		X		1104762	A	$2.625	7619178   (1)	D   (2) (3) (4)

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
Warrant (right to buy)	$2.625	12/8/2014		X			1104762	2/22/2012	2/22/2017	Common Stock	1104762	$2.625	0   (1)	D

Explanation of Responses:
( 1)	On December 8, 2014, TCP WR Acquisition, LLC exercised warrants acquired from Sequential Brands Group, Inc. (the "Company") to purchase 1,104,762 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an exercise price of $2.625 per share.
( 2)	Consists of (i) 6,628,572 shares of Common Stock held directly by TCP WR Acquisition, LLC, (ii) 733,333 shares of Common Stock held by TCP SQBG Acquisition, LLC and (iii) 257,273 shares of Common Stock held by TCP SQBG II, LLC. Mr. William Sweedler, chairman of the Company's board of directors, and Mr. Matthew Eby, are managing members of Tengram Capital Associates, LLC, which is the general partner of the managing member of each of TCP WR Acquisition, LLC, TCP SQBG Acquisition, LLC and TCP SQBG II, LLC. Each of Tengram Capital Associates, LLC, Mr. Sweedler and Mr. Eby disclaim beneficial ownership of such shares of Common Stock, except to the extent of their pecuniary interest therein.
( 3)	This amount does not include (i) 433,019 shares of Common Stock held directly by Mr. Sweedler and (ii) 59,165 shares of Common Stock held by Madcat II, LLC, of which Mr. Sweedler is the managing member. Mr. Sweedler disclaims beneficial ownership of the shares of Common Stock held by Madcat II, LLC, except to the extent of his pecuniary interest therein.
( 4)	This amount does not include 4,738 shares of Common Stock held directly by Mr. Eby.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TCP WR Acquisition LLC C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT 06880		X
Tengram Capital Associates, LLC 15 RIVERSIDE AVENUE WESTPORT, CT 06880		X
SWEEDLER WILLIAM C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT 06880	X	X
Eby Matthew C/O TENGRAM CAPITAL ASSOCIATES, LLC 15 RIVERSIDE AVENUE WESTPORT, CT 06880		X

Signatures
/s/ William Sweedler, as managing member of Tengram Capital Associates, LLC, as general partner of Tengram Capital Partners Gen2 Fund, L.P., as managing member of TCP WR Acquisition, LLC		12/10/2014
** Signature of Reporting Person		Date
/s/ William Sweedler, as managing member of Tengram Capital Associates, LLC		12/10/2014
** Signature of Reporting Person		Date
/s/ William Sweedler		12/10/2014
** Signature of Reporting Person		Date
/s/ Matthew Eby		12/10/2014
** 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).
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