SEC Form 4/A · accession 0001012975-18-000980
Silvercrest Asset Management Group Inc. · SAMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Al Messina
Director
Period of report
Aug 6, 2015
Accepted (ET)
Aug 9, 2018 · 5:30 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 $0.01F3 | Aug 6, 2015 | A | 38,023 | $0.00 | A | 202,318 | 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 unitsF4,F5,F6,F3 | — | Aug 6, 2015 | A | 38,023 | A | — | — | Class A Common Stock, par value $0.01 | 38,023 | 202,318 | D |
Explanation of responses
- F1Represents a grant of restricted stock units ("RSUs"). Each RSU represents the right to receive a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B common stock of Silvercrest Asset Management Group Inc. (the "Company"). The Class B Units are exchangeable on a one-for-one basis for Class A common stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2014. Class B common stock corresponding to the Class B Units are automatically cancelled upon such conversion. Twenty-five percent of the restricted stock units granted vest and settle on each of the first, second, third and fourth anniversaries of August 6, 2015, the grant date.
- F2When 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 the Company 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.
- F3Holdings reflect not only the grant of the RSUs, including unvested units, but transactions subsequent to such grant and prior to the filing of this amendment, each of which has been previously reported on Form 4.
- F4Each Class B Unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA.
- F5Pursuant 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 6 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
- F6Holders of Class B units are 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.
Remarks
The RSUs reflected on this amendment represent the right to receive Class B Units of Silvercrest L.P. paired with a share of Class B common stock of the Company on a one-for-one basis upon vesting. This Form 4 is being amended to report the grant of the RSUs on an as-vested basis.