Castle Brands Inc.
Castle Brands Inc (Form: 4, Received: 01/19/2018 09:11:16)
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 *

FROST PHILLIP MD ET AL
2. Issuer Name and Ticker or Trading Symbol

Castle Brands Inc [ ROX ]
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)

4400 BISCAYNE BOULEVARD, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YYYY)

1/18/2018
(Street)

MIAMI, FL 33137
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   1/18/2018     M    558179   A $0.90   43900719   I   Held by Frost Gamma Investments Trust   (1)
Common Stock                  779776   D    
Common Stock                  9370790   I   Held by Frost Nevada Investments Trust   (2)

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
5% Subordinated Convertible Note due 2018   $0.90   1/18/2018     M         $500000.00    10/31/2013   12/15/2018   Common Stock   558179   (3) $500000.00   0   I   Held by Frost Gamma Investments Trust   (1)

Explanation of Responses:
(1)  The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. 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. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(2)  These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P.
(3)  Based on the initial principal amount of the 5% Subordinated Convertible Promissory Note and accrued but unpaid interest thereon as of the date of conversion.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FROST PHILLIP MD ET AL
4400 BISCAYNE BOULEVARD
SUITE 1500
MIAMI, FL 33137
X X

Frost Gamma Investments Trust
4400 BISCAYNE BOULEVARD
SUITE 1500
MIAMI, FL 33137

X

Frost Nevada Investments Trust
4400 BISCAYNE BOULEVARD
SUITE 1500
MIAMI, FL 33137

X


Signatures
/s/ Phillip Frost, M.D. 1/19/2018
** Signature of Reporting Person Date

FROST GAMMA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee 1/19/2018
** Signature of Reporting Person Date

FROST NEVADA INVESTMENTS TRUST by: /s/ Phillip Frost, MD, Trustee 1/19/2018
** 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.
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JOINT FILER INFORMATION

NAME:                      Frost Gamma Investments Trust
ADDRESS:                   4400 Biscayne Blvd
                           Miami, FL 33137

Designated Filer:          Phillip Frost, M.D.

Issuer and Ticker Symbol:  Castle Brands Inc. (ROX)

Date of Event Requiring
Statement:                 January 18, 2018

                           FROST GAMMA INVESTMENTS TRUST

                           By:/s/ Phillip Frost, M.D.
                           Phillip Frost, M.D., Trustee


NAME:                      Frost Nevada Investments Trust
ADDRESS:                   4400 Biscayne Blvd
                           Miami, FL 33137

Designated Filer:          Phillip Frost, M.D.

Issuer and Ticker Symbol:  Castle Brands Inc. (ROX)

Date of Event Requiring
Statement:                 January 18, 2018

                           FROST NEVADA INVESTMENTS TRUST

                           By:/s/ Phillip Frost, M.D.
                           Phillip Frost, M.D., Trustee