Castle Brands Board (ROX)

[someconcerns]

Form 13D/A for Philip Frost:

http://investor.castlebrandsinc.com/secfiling.cfm?filingid=1144204-16-85595&CIK=1311538

1

Names of Reporting Persons

Phillip Frost, M.D.
2 Check The Appropriate Box if a Member of a Group
(see instructions) (a) ¨
(b) ¨
3

SEC Use Only


4

Source of Funds (see instructions)

OO
5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

¨
6

Citizenship or Place of Organization

United States of America



Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With
7

Sole Voting Power

819,776 (1)
8

Shared Voting Power

53,093,886 (2)(3)
9

Sole Dispositive Power

819,776 (1)
10

Shared Dispositive Power

53,093,886 (2)(3)
11

Aggregate Amount Beneficially Owned by Each Reporting Person

53,913,662 (1)(2)(3)
12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions)

¨
13

Percent of Class Represented by Amount in Row 11

33.6% (4)
14

Type of Reporting Person (see instructions)

IN


(1) Includes vested options (including options that will be exercisable within 60 days of the date hereof) to purchase 40,000 Common Shares (as defined herein).

(2) Includes (i) 43,167,540 Common Shares held by the Gamma Trust (as defined herein) and (ii) 555,556 Common Shares issuable upon conversion of $500,000 aggregate principal amount of the Convertible Note (as defined herein) held by the Gamma Trust. Does not include Common Shares issuable upon the conversion of accrued but unpaid interest on the Convertible Note, which is payable in cash on a quarterly basis; the Convertible Note and accrued but unpaid interest thereon is convertible into Common Shares in whole or in part from time to time at the option of the holder.

(3) Includes 9,370,790 Common Shares held by the Nevada Trust (as defined herein).

(4) The calculation of the percentage is based on (i) 160,034,464Common Shares outstanding as of February 8, 2016, as reported on the 10-Q filed on February 9, 2016, (ii) 40,000 Common Shares to be issued upon the exercise of vested options (including options that will be exercisable within 60 days of the date hereof) held by the Reporting Person and (iii) 555,556 Common Shares issuable upon conversion of $500,000 aggregate principal amount of the Convertible Note held by the Gamma Trust.