SEC Form 4 · accession 0001012975-15-000302
Silvercrest Asset Management Group Inc. · SAMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin Jaffe
10% Owner
Period of report
Nov 18, 2014
Accepted (ET)
Apr 20, 2015 · 4:07 pm EDT
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 | Nov 18, 2014 | J | 100,000 | — | D | 826,914 | D | |
| Class A common stock, par value $0.01F2 | Nov 18, 2014 | C | 100,000 | — | A | 100,000 | D | |
| Class A common stock, par value $0.01 | Nov 18, 2014 | S | 100,000 | $14.40 | 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 UnitsF3,F4,F5 | — | Nov 18, 2014 | C | 100,000 | D | — | — | Class A comon stock, par value $0.01 | 100,000 | 826,914 | D |
Explanation of responses
- F1When the holder of a Class B unit exchanges or forfeits such Class B unit pursuant to the terms of the amended and restated certificate of incorporation of Silvercrest Asset Management Group Inc. (the "Corporation") and the second amended and restated limited partnership agreement of Silvercrest L.P. (the "Amended LPA"), each corresponding share of Class B common stock is redeemed for its par value and cancelled by the company.
- F2Represents the conversion by Mr. Jaffe of Class B units to Class A common stock pursuant to the exchange agreement entered into among the Corporation and holders of Class B units (the "Exchange Agreement").
- F3Each class B unit is exchangeable for a share of Class A common stock of the Corporation, subject to the timing and volume limitations set forth in the Amended LPA.
- F4Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on January 2, 2014, the holder and his permitted transferees may collectively exchange for shares of Class A common stock up to the number of vested Class B units that equals 20% of all Class B units such holder and his or her permitted transferees collectively hold as of the first day of that year, in accordance with the timing restrictions described in footnote 5 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
- F5On or after January 2, 2014, holders of Class B units became permitted to sell shares of Class A common stock issued upon exchange of Class B units during the first 10-day period of the open trading window of each quarter by submitting a request to the Executive Committee of Silvercrest L.P. to sell a specified number of shares, subject to the sole discretion of the Executive Committee.