SEC Form 4 · accession 0000905718-17-000309
MEDLEY MANAGEMENT INC. · MDLY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard T Allorto Jr.
Officer — Chief Financial Officer
Period of report
Feb 22, 2017
Accepted (ET)
Feb 24, 2017 · 7:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611110
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Feb 22, 2017 | D | 50,000 | D | — | — | Common Stock | 50,000 | 0 | D |
| Medley LLC UnitsF1,F2,F3 | — | Feb 22, 2017 | A | 50,000 | A | — | — | Common Stock | 50,000 | 656,061 | D |
| Medley LLC UnitsF4 | — | Feb 22, 2017 | A | 50,000 | A | — | — | Common Stock | 50,000 | 706,061 | D |
Explanation of responses
- F1Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). Issuer cancelled 50,000 unvested Restricted Stock Units ("RSUs") of Issuer, and in return, Reporting Person was granted 50,000 restricted Medley LLC Units. The RSUs were granted to Reporting Person on March 16, 2016, in connection with Reporting Person's services and, upon vesting, each RSU was payable in one share of Class A Common Stock, $0.01 par value per share of the Issuer (the "Common Stock"), or the cash equivalent thereof.
- F2Pursuant to the Exchange Agreement dated September 23, 2014, among Issuer, Medley LLC and the holders of Medley LLC Units (the "Exchange Agreement"), each vested Medley LLC Unit may be exchanged for one share of Common Stock. The 50,000 restricted Medley LLC Units granted to Reporting Person are subject to the same vesting conditions and similar transfer restrictions as the original, now cancelled 50,000 RSUs.
- F3These restricted Medley LLC Units vest annually in three equal installments commencing March 16, 2019.
- F4In connection with Reporting Person's services, on February 22, 2017, Reporting Person was granted 50,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. The restricted Medley LLC Units vest annually in three equal installments commencing February 22, 2020.