BB's Stock Haven

[FUNMAN]

Insider Commitment_Hitch your wagon to ROX.

This is from the Amended Annual Report filed today.

http://investor.castlebrandsinc.com/secfiling.cfm?filingID=1144204-14-45542

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Share Ownership

The table below shows the number of shares of our common stock beneficially owned as of July 22, 2014 by (i) those persons or groups known by us to beneficially own more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers named in the Summary Compensation Table above, who we refer to as named executive officers, and (iv) all directors and executive officers as a group. The number of shares beneficially owned by each individual or group is based upon information in SEC documents, other publicly available information or information available to us. Percentage ownership information is based on 155,057,411 shares of our common stock issued and outstanding as of July 22, 2014.

Shares of our common stock issuable upon the exercise of options or warrants or the conversion of convertible notes that are presently exercisable or convertible or exercisable within 60 days of July 22, 2014 are deemed to be outstanding and beneficially owned by the person holding the options or warrants for the purpose of computing the percentage of ownership of that person, but are not treated as outstanding for the purpose of computing the percentage of any other person.

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Beneficial ownership of our
common stock
Name and Address of Beneficial Owner Number of
Shares Percent
Common Stock:
Phillip Frost, M.D. and related entities (1)
4400 Biscayne Blvd., Suite 1500
Miami, FL 33137 53,873,662 34.6 %
Vector Group Ltd. (2)
4400 Biscayne Blvd., 10 th Floor
Miami, FL 33137 12,893,382 8.3 %
Pallini S.p.A. (3)
via Tiburtina, 1314
00131 Roma, Italy 8,571,432 5.5 %
Mark E. Andrews, III (4) 5,512,978 3.5 %
John Beaudette (5) 129,746 *
Henry C. Beinstein (6) 260,000 *
Harvey P. Eisen (7) 160,000 *
John S. Glover (8) 1,202,927 *
Glenn L. Halpryn (9) 4,454,267 2.9 %
Richard J. Lampen (10) 4,087,176 2.6 %
Micaela Pallini (11) 180,000 *
Steven D. Rubin (12) 161,000 *
Dennis Scholl (13) 4,155,746 2.7 %
T. Kelley Spillane (14) 522,802 *
Mark Zeitchick — —
Sergio Zyman (15) 360,433 *
All directors and executive officers as a group (16 persons) (16) 75,523,702 48.33 %



* Less than 1 percent.
(1) This information has been derived from a Schedule 13D, as amended, filed with the SEC on March 14, 2014. Includes 180,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014. Also includes 9,370,790 shares of common stock held by Frost Nevada Investments Trust. Frost-Nevada Limited Partnership is the sole and exclusive beneficiary of Frost Nevada Investments Trust. Dr. Frost is one of five limited partners of Frost-Nevada Limited Partnership and the sole shareholder of Frost-Nevada Corporation, which is the sole general partner of Frost Nevada Limited Partnership. Dr. Frost disclaims beneficial ownership of the shares underlying the warrants and the shares held by Frost Nevada Investments Trust, except to the extent of his pecuniary interest. Also includes (i) 43,167,540 shares of common stock held by Frost Gamma Investments Trust, of which Dr. Frost is the trustee and (ii) 555,556 shares of common stock issuable upon conversion of $500,000 aggregate principal amount of convertible notes held by Frost Gamma Investments Trust. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.

(2) This information has been derived from a Schedule 13D, as amended, filed with the SEC on March 14, 2014. Includes 222,222 shares of common stock issuable upon conversion of $200,000 aggregate principal amount of convertible notes. Excludes (i) 4,087,176 shares of common stock beneficially owned by Richard J. Lampen, the executive vice president of Vector Group Ltd., and a director and the president and chief executive officer of our company, and (ii) 260,000 shares of common stock beneficially owned by Henry C. Beinstein, a director of our company, who is also a director of Vector Group.

(3) This information has been derived from a Schedule 13D, as amended, filed with the SEC on June 18, 2014. Excludes (i) 114,412 shares of common stock owned by Virgilio Pallini, an officer and director of, and holder of shareholder voting rights in, Pallini S.p.A., as to which Pallini S.p.A. disclaims beneficial ownership pursuant to Rule 13d-4 and (ii) 180,000 shares of common stock beneficially owned by Micaela Pallini, a director of our company, who is an officer and director of Pallini S.p.A.

(4) Includes 1,183,079 shares of common stock held by Knappogue Corp. Knappogue Corp. is controlled by Mr. Andrews and his family. Mr. Andrews disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. Includes 55,556 shares of common stock issuable upon conversion of $50,000 aggregate principal amount of convertible notes. Also includes 700,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014 and 2,887,659 shares of common stock held jointly by Mr. Andrews and his wife.

(5) Includes 24,246 shares of common stock held by BPW Holdings LLC, an entity of which Mr. Beaudette is a principal shareholder. Mr. Beaudette disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. Also includes 105,500 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(6) Includes 160,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014. Excludes shares of common stock beneficially owned by Vector Group Ltd., of which Mr. Beinstein serves as a director.

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(7) Includes 160,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(8) Includes 725,400 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(9) Includes 2,857,144 shares of common stock held by Halpryn Group IV, LLC, of which Mr. Halpryn is a member. Mr. Halpryn disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. Also includes 222,222 shares of common stock issuable upon conversion of $200,000 aggregate principal amount of convertible notes. Includes 180,000 shares of common stock issuable upon exercise of options held by Mr. Halpryn exercisable within 60 days of July 22, 2014.

(10) Includes 2,150,000 shares of common stock issuable upon exercise of options held by Mr. Lampen exercisable within 60 days of July 22, 2014. Also includes (i) 940,000 shares of common stock and (ii) 55,556 shares of common stock issuable upon conversion of $50,000 aggregate principal amount of convertible notes, each held by Mr. Lampen’s wife. Excludes shares of common stock beneficially owned by Vector Group Ltd., of which Mr. Lampen serves as an executive officer.

(11) Includes 180,000 shares of common stock issuable upon exercise of options held by Ms. Pallini exercisable within 60 days of July 22, 2014. Excludes (i) 8,571,432 shares of common stock held by Pallini S.p.A., of which Ms. Pallini is an officer, and (ii) 114,412 shares of common stock owned by Virgilio Pallini, Ms. Pallini’s father, as to which she disclaims beneficial ownership pursuant to Rule 13d-4.

(12) Includes 160,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(13) Includes 111,111 shares of common stock issuable upon conversion of $100,000 aggregate principal amount of convertible notes. Includes 160,000 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(14) Includes 279,239 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(15) Includes 358,333 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014.

(16) Includes (i) 5,782,322 shares of common stock issuable upon exercise of options exercisable within 60 days of July 22, 2014 and (ii) 1,000,003 shares of common stock issuable upon conversion of $900,000 aggregate principal amount of convertible notes.

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