SEC Form 4 · accession 0001104659-15-082281
GAMCO INVESTORS, INC. ET AL · GBL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mario J Gabelli
Officer — Chairman & CEO · Director · 10% Owner
GGCP, INC.
10% Owner
GGCP Holdings LLC
10% Owner
Period of report
Nov 27, 2015
Accepted (ET)
Dec 1, 2015 · 5:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001060349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Nov 27, 2015 | A | 4,393,055 | $34.1448 | A | 4,393,055 | I | By: Gabelli Securities, Inc. |
| Class A Common Stock | holding | — | — | — | 10,000 | I | By: GGCP, Inc. | |
| Class B Common Stock | holding | — | — | — | 18,423,741 | I | By: GGCP Holdings, LLC | |
| Class B Common Stock | holding | — | — | — | 343,295 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In advance of the spin-off of Associated Capital Group, Inc. ("ACG") from the Issuer on November 30, 2015 (the "Spin-Off"), on November 27, 2015, the issuer sold Gabelli Securities, Inc. ("GSI") 4,393,055 shares of Class A common stock in exchange for a note from GSI in the principal amount of $149,999,984.36 (the "GSI Note"). The GSI Note was contributed to ACG and GSI became a majority-owned subsidiary of ACG on November 30, 2015 in connection with the Spin-Off. Mario J. Gabelli is the Chairman and CEO of ACG and controls a majority of ACG's voting power through his direct ownership of ACG's common stock and his position as CEO, a Director and the controlling shareholder GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of ACG's voting power.
- F2Accordingly, Mario J. Gabelli may be deemed to have beneficial ownership of the 4,393,055 shares of Class A common stock acquired directly by GSI on November 27, 2015. Each of the reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of their pecuniary interest in such shares.