SEC Form 4 · accession 0001012975-15-000172
Silvercrest Asset Management Group Inc. · SAMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Of G. Moffett Cochran Estate
10% Owner
Period of report
Feb 28, 2015
Accepted (ET)
Mar 2, 2015 · 5:11 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 A Common Stock, par value $0.01F2,F3,F1 | Feb 28, 2015 | J | 11,246 | — | A | 911,246 | D | |
| Class B Common Stock, par value $0.01F1,F2,F3 | Feb 28, 2015 | J | 11,246 | — | D | 0 | 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 UnitsF2,F3 | $0.01 | Feb 28, 2015 | J | 11,246 | A | — | — | Class A Common Stock, par value $0.01 | 11,246 | 11,246 | D |
| Class B UnitsF2,F3 | $0.01 | Feb 28, 2015 | J | 11,246 | D | — | — | Class A Common Stock, par value $0.01 | 11,246 | 0 | D |
Explanation of responses
- F1Each Class B Unit of Silvercrest L.P. is paired with a share of Class B Common Sock. Whenever a Class B Unit is exchanged for a share of Class A Common Stock, a share of Class B Common Stock is fofeited and redeemed by the Corporation for its par value.
- F2Pursuant to the second amendment and restatement of Silvercrest L.P.'s limited partnership agreement dated as of November 13, 2012 (the "Amended LPA") and effective as of June 26, 2013, among the Corporation as the general partner post-reorganization of Silvercrest L.P., Silvercrest GP LLC, as the general partner pre-reorganization of Silvercrest L.P., the holders of certain units of Silvercrest L.P. and the holders of such reclassified units of Silvercrest L.P., all Class B Units held by a holder are automatically converted into Class A Common Stock upon the death of the holder. Mr. Cochran passed away on November 18, 2013.
- F3Represents Class B units issued to the holder upon the vesting of performance units. Silvercrest Asset Management Group LLC ("SAMG LLC") awarded to its principals deferred equity units and performance units in 2010. Performance units are exercisable for Class B units of Silvercrest L.P. SAMG LLC 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 2010, subject to certain holding requirements as set forth in the unit award agreements.
Remarks
Hamilton E. James is an executor of the Estate of G. Moffett Cochran (the "Estate"), with authority to execute this form.