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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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 *

Eby Matthew 		2. Issuer Name and Ticker or Trading Symbol

Centric Brands Inc. [ DFBG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ 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)

10/29/2018
(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)

_ 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   10/29/2018     C (1) (2)    10803319   A $0.00   12321093   I   See Footnote   (3)
Common Stock, par value $0.10 per share                  9058   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
Series A Convertible Preferred Stock     (1) 10/29/2018     C         50000    1/28/2016     (4) Common Stock, par value $0.10   5852142   $0.00   0   I   See Footnote   (3)
Series A-1 Convertible Preferred Stock     (2) 10/29/2018     C         4587964    1/18/2018     (4) Common Stock, par value $0.10   4951177   $0.00   0   I   See Footnote   (3)

Explanation of Responses:
(1)  Reflects the conversion of 50,000 shares of Series A Convertible Preferred Stock of the Company (the "Series A Preferred Stock") held by TCP Denim, LLC into shares of common stock of the Company. The Series A Preferred Stock converted at the option of the holder without the payment of additional consideration by the holder into a number of shares of Common Stock equal to the quotient of (i) $1,000 (plus, at the option of the holder thereof, the amount of accrued and unpaid dividends thereon, as of the conversion date) divided by (ii) $11.16.
(2)  Reflects the conversion of 4,587,964 shares of Series A-1 Preferred Stock of the Company (the "Series A-1 Preferred Stock") held by Tengram Capital Partners Fund II, L.P. into shares of common stock of the Company. The Series A-1 Preferred Stock converted at the option of the holder without the payment of additional consideration by the holder into the number of shares of Common Stock equal to the quotient of (i) $3.00 (plus the amount of accrued and unpaid dividends thereon, as of the conversion date) divided by (ii) $3.00.
(3)  TCP Denim, LLC is managed by its sole member Tengram Capital Partners Fund II, L.P. ("Tengram Fund II"). Tengram Capital Associates II, LLC ("TCA II") is the general partner of Tengram Fund II. The Reporting Person is the co-managing member of TCA II. As such, the Reporting Person may be deemed to beneficially own the securities in the Company held directly by Tengram Fund II and TCP Denim, LLC. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
(4)  The Series A Convertible Preferred Stock and the Series A-1 Preferred Stock had no expiration date or maturity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Eby Matthew
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880 		X X


Signatures
/s/ Matthew Eby 10/31/2018
** 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 control number.
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