SEC Form 4 · accession 0001012975-15-000164
Silvercrest Asset Management Group Inc. · SAMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Gerard
Officer — Chief Financial Officer
Period of report
Feb 28, 2015
Accepted (ET)
Mar 2, 2015 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001549966
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock, par value $0.01F1,F2 | Feb 28, 2015 | J | 5,215 | — | A | 65,540 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B unitsF1,F2 | — | Feb 28, 2015 | J | 5,215 | A | — | — | Class A Common Stock, par value $0.01 | 5,215 | 65,540 | D |
Explanation of responses
- F1Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by Silvercrest Asset Management Group Inc. (the "Corporation") to holders of its capital stock (except for the right to receive par value upon the Corporation's liquidation or dissolution). Each Class B unit of Silvercrest L.P. is paired with a share of Class B common stock. Each share of Class B common stock entitles the holder to one (1) vote per share on all matters submitted to a vote of the Corporation's common stockholders. Shares of Class B common stock are not transferable unless transferred concurrently with the corresponding Class B unit and with the consent of the Corporation and Silvercrest L.P.
- F2Represents Class B units issued to the holder upon the vesting of deferred equity units and performance units. Silvercrest Asset Management Group LLC ("SAMG LLC") awarded to its principals deferred equity units and performance units in 2009, 2010 and 2011 exercisable for cash or Class B units of Silvercrest L.P. Each deferred equity unit entitles the holder thereof to receive 100 Class B units of Silvercrest L.P. (and, as such, a corresponding number of Class B common stock of SAMG). SAMG LLC also granted to each employee who received an award of deferred equity units, a number of performance units which became exercisable for one (1) Class B unit for every two (2) Class B units issued upon vesting of the deferred equity units awarded to each principal in 2009, 2010 and 2011, subject to certain holding requirements as set forth in the unit award agreements.