SEC Form 4 · accession 0001012975-18-000362

Silvercrest Asset Management Group Inc. · SAMG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Al Messina

Director

Period of report

Apr 18, 2018

Accepted (ET)

Apr 20, 2018 · 5:58 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
Class B common stock, par value $0.01^F1	Apr 18, 2018	J	3,866	—	D	215,866	D
Class A common stock, par value $0.01^F2	Apr 18, 2018	C	3,866	—	A	3,866	D
Class A common stock, par value $0.01^F3,F4	Apr 18, 2018	S	3,866	$15.5486	D	0	D
Class B common stock, par value $0.01^F1	Apr 19, 2018	J	500	—	D	215,366	D
Class A common stock, par value $0.01^F2	Apr 19, 2018	C	500	—	A	500	D
Class A common stock, par value $0.01^F3	Apr 19, 2018	S	500	$15.55	D	0	D
Class B common stock, par value $0.01^F1	Apr 20, 2018	J	289	—	D	215,077	D
Class A common stock, par value $0.01^F2	Apr 20, 2018	C	289	—	A	289	D
Class A common stock, par value $0.01^F3	Apr 20, 2018	S	289	$15.55	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 Units^F5,F6,F7	—	Apr 18, 2018	C	3,866	A	—	—	Class A common stock, par value $0.01	3,866	215,866	D
Class B Units^F5,F6,F7	—	Apr 19, 2018	C	500	A	—	—	Class A common stock, par value $0.01	500	215,366	D
Class B Units^F5,F6,F7	—	Apr 20, 2018	C	289	A	—	—	Class A common stock, par value $0.01	289	215,077	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. Messina 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").
F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2018.
F4The transaction was executed in multiple trades at prices ranging from $15.50 to $15.65. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
F5Each 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.
F6Pursuant 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 8 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
F7On 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.