Page 5 of 6 SEC Filing
| CUSIP No. 148435100 | 13D/A | Page 5 of 6 Pages |
SCHEDULE 13D/A
AMENDMENT NO. 9 TO SCHEDULE 13D
This Amendment No. 9 to Schedule 13D (this
“Amendment”) amends certain Items of the Schedule 13D (the “Original 13D”) filed by Phillip Frost, M.D.,
an individual (“Frost”), Frost Gamma Investments Trust, a trust organized under the laws of Florida (the “Gamma
Trust”), and Frost Nevada Investments Trust, a trust organized under the laws of Florida (the “Nevada Trust”,
and together with the Gamma Trust, the “Trusts”; and the Trusts, together with Frost, each a “Reporting Person”
and together the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on September
15, 2008, as amended by Amendment No. 1 to Schedule 13D filed on October 22, 2008 with the SEC, Amendment No. 2 to Schedule 13D
filed on February 20, 2009 with the SEC, Amendment No. 3 to Schedule 13D filed on May 27, 2009, Amendment No. 4 to Schedule 13D
filed on July 6, 2010, Amendment No. 5 to Schedule 13D filed on June 20, 2011, Amendment No. 6 to Schedule 13D filed on October
26, 2011, Amendment No. 7 to Schedule 13D filed on March 14, 2014, and Amendment No. 8 to Schedule 13D filed on August 15, 2014,
with respect to the common stock, par value $0.01 per share (the “Common Shares”), of Castle Brands Inc., a Florida
corporation and successor by merger to Castle Brands Inc., a Delaware corporation (the “Issuer”), by furnishing the
information set forth below. Except as set forth below, all previous Items are unchanged. Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Original 13D, as amended.
Based on the most recently disclosed number
of outstanding Common Shares, the Reporting Persons are filing this Amendment to report a decrease in their respective current
beneficial ownership percentages of the Issuer’s Common Shares, resulting solely from an increase in the number of outstanding
Common Shares.
Item 5. Interest in Securities of the Issuer
(a) and (b) Items 5(a) and 5(b) are hereby deleted
in their entirety and replaced with the following:
The Reporting Persons beneficially own
Common Shares as follows:
| Name | Number of Common Shares | Sole or Shared Voting | Sole or Shared Dispositive | % of Total Outstanding | ||||
| Phillip Frost, M.D. | 819,776(1) | Sole | Sole | 0.5%(2) | ||||
| 53,093,886(3)(4) | Shared(5)(6) | Shared(5)(6) | 33.1%(7) | |||||
| Total: | 53,913,662 (1)(3)(4) | 33.6%(8) | ||||||
| Frost Gamma Investments Trust | 43,723,096(3) | Shared(5) | Shared(5) | 27.2%(7) | ||||
| Frost Nevada Investments Trust | 9,370,790 | Shared(6) | Shared(6) | 5.9%(9) |
(1) Includes vested options (including options that will be
exercisable within 60 days of the date hereof) to purchase 40,000 Common Shares.
(2) The calculation of the percentage is
based on (i) 160,034,464 Common Shares outstanding as of February 8, 2016, as reported on the 10-Q filed on February 9, 2016, and
(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.
(3) Includes (i) 43,167,540 Common Shares held by the Gamma
Trust and (ii) 555,556 Common Shares issuable upon conversion of $500,000 aggregate principal amount of the Convertible Note 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.
