SEC Form 4 · accession 0000899243-17-005585
Artisan Partners Asset Management Inc. · APAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ARTISAN INVESTMENT CORP
Director
Andrew A Ziegler
Director
Carlene M Ziegler
Director
ZFIC, Inc.
Director
Period of report
Feb 28, 2017
Accepted (ET)
Feb 28, 2017 · 5:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001517302
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Common Stock, par value $0.01 per shareF1,F2,F3,F4 | Feb 28, 2017 | D | 3,500,000 | $0.00 | D | 3,455,973 | I | By Artisan Investment Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class D Common Units of Artisan Partners Holdings LPF2,F3,F4 | — | Feb 28, 2017 | D | 3,500,000 | D | — | — | Class A Common Stock, par value $0.01 per share | 3,500,000 | 3,455,973 | I |
Explanation of responses
- F1In connection with the initial public offering of Artisan Partners Asset Management Inc. (the "Company") and the related reorganization transactions, on March 12, 2013, Artisan Investment Corporation ("AIC") received a number of shares of Class C common stock, par value $0.01 per share ("Class C Common Stock"), of the Company equal to the number of Class D common units ("Class D Common Units") then held by AIC. Shares of Class C Common Stock have no economic rights.
- F2On February 28, 2017, pursuant to the Partnership Unit Purchase Agreement dated February 8, 2017 by and between the Company and AIC, the Company purchased 3,500,000 Class D Common Units from AIC for $28.88 per unit and AIC delivered to the Company an equal number of shares of Class C Common Stock for cancellation.
- F3Pursuant to the Exchange Agreement among the Company and each holder of limited partnership units of Artisan Partners Holdings LP (the "Exchange Agreement"), dated March 12, 2013, AIC has the right, pursuant to and subject to the limitations and restrictions set forth in the Exchange Agreement, to exchange its Class D Common Units for an equal number of shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of the Company. Upon any such exchange for Class A Common Stock, the corresponding shares of Class C Common Stock then owned by AIC will be cancelled. The Class D Common Units have no expiration date.
- F4These shares and units, as applicable, are owned directly by AIC. All of the outstanding capital stock of AIC is owned directly by ZFIC, Inc. The reporting person and his spouse own all of the voting shares of ZFIC, Inc. The nonvoting shares of ZFIC, Inc. are owned by trusts, the sole beneficiaries of which are immediate family members of the reporting person.