FORM 4
[ X ] 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 *

Buckley Michael F 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Former Chief Executive Officer
(Last)          (First)          (Middle)

C/O CENTRIC BRANDS INC., 350 5TH AVENUE, 6TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/29/2018
(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   10/29/2018     M    144588   (1) A   (1) 826370   D    
Common Stock, par value $0.10 per share   10/29/2018     F    49999   (2) D $4.22   776371   D    
Common Stock, par value $0.10 per share   10/29/2018     M    150000   (1) A   (1) 926371   D    
Common Stock, par value $0.10 per share   10/29/2018     F    60513   (2) D $4.22   865858   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) 10/29/2018     M         144588    10/29/2018   10/29/2018   Common Stock, par value $0.10 per share   144588   $0.00   0   D    
Performance Share Units     (1) 10/29/2018     M         150000    10/29/2018   10/29/2018   Common Stock, par value $0.10 per share   150000   $0.00   0   D    

Explanation of Responses:
(1)  The reporting person previously received a grant of shares of Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs") that represented a contingent right to receive one share of the Company's common stock pursuant to the Differential Brands Group Inc. 2016 Stock Incentive Plan, as amended, (the "Plan") and previously reported on Table II of a Form 3. Pursuant to the separation agreement by and between Mr. Buckley and the Company, dated October 29, 2018, the Company accelerated the vesting of the remaining 144,688 RSUs scheduled to vest on 12/31/18 and 150,000 of his PSUs.
(2)  In accordance with the terms and conditions of the RSU and PSU agreement, and as permitted under the Plan, the Company withheld an equivalent amount of RSUs at fair market value to pay the minimum tax withholding requirements for the reporting person. There was no open market sale of common stock by the reporting person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Buckley Michael F
C/O CENTRIC BRANDS INC.
350 5TH AVENUE, 6TH FLOOR
NEW YORK, NY 10118 		X
Former Chief Executive Officer

Signatures
/s/ Lori Nembirkow, as attorney-in-fact 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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