SEC Form 4 · accession 0000905718-18-000514
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
May 11, 2018
Accepted (ET)
May 15, 2018 · 5:25 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Medley LLC UnitsF1 | — | May 11, 2018 | A | 49,000 | A | — | — | Common Stock | 49,000 | 825,061 | D |
| Medley LLC UnitsF2 | — | May 11, 2018 | A | 79,000 | A | — | — | Common Stock | 79,000 | 904,061 | D |
Explanation of responses
- F1Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 49,000 restricted Medley LLC Units. Pursuant 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. Subject to customary acceleration provisions, these restricted Medley LLC Units vest annually in three equal installments commencing January 1, 2021.
- F2Reporting Person is an existing member and holds Medley LLC Units. In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 79,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. These restricted Medley LLC Units vest upon (i) termination without cause in connection with a change in control, or (ii) provided the Reporting Person has not undergone a termination prior thereto, upon (a) the occurrence of a change in control, or (b) death or disability.