||If the form is filed by more than one reporting person, see Instruction 5(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).
||The reported securities provide no economic rights in the Issuer to the holder thereof but each share of Class B Common Stock ("Class B Share") entitles the holder to one vote as a common stockholder of the Issuer.
||The reported Class B Shares include 8,000 Class B Shares to be issued upon settlement of Restricted Common Units ("RCUs").
||The reported securities are common units of Authentic Brands LLC ("Authentic Brands"). Beginning on the earlier of August 9, 2022 or such earlier expiration of the lock-up period set forth in an agreement between the Issuer and the Reporting Person, these Common Units may be exchanged by the holder (upon forfeiture of an equivalent number of Class B Shares) for an equivalent number of shares of Class A Common Stock ("Class A Shares") (or the cash value thereof, at the election of the Issuer).
||The reported amount includes 8,000 RCUs that will each vest and settle with delivery of one Common Unit and one Class B Share as follows: (i) 50% of the RCUs shall vest on the first day on which the VWAP of the Class A Shares is greater than or equal to $15/share over any 20 trading days within any 30 trading day period commencing on or after February 9, 2022 (the "Closing Date"); provided, that, if such vesting event has not occurred by the fifth anniversary of the Closing Date, such RCUs shall be cancelled for no consideration; (ii) 50% of the RCUs shall vest on the first day on which the VWAP of the Class A Shares is greater than or equal to $20/share over any 20 trading days within any 30 trading day period commencing on or after the Closing Date; provided, that, if such vesting event has not occurred by the seventh anniversary of the Closing Date, all of the remaining RCUs shall be cancelled for no consideration.
||Represents restricted units which, upon vesting, shall settle with delivery of a number of Common Units and Class B Shares based upon the accrued value of such restricted units at the time of vesting, subject to the Issuer's option to purchase such restricted units for cash under certain circumstances. 25% of the restricted units shall vest on the first anniversary of the grant and the remaining 75% shall vest ratably on a quarterly basis during the three-year period beginning with the first anniversary of the grant.