SEC Form 5 · accession 0001144204-17-003791

Fifth Street Asset Management Inc. · FSAM

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

Reporting owner

Officer — CEO · Director · 10% Owner

Period of report

Dec 31, 2016

Accepted (ET)

Jan 25, 2017 · 4:13 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001611988

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Holdings LP Interests^F1	—	Sep 27, 2016	A	2,187	A	—	—	Class A Common Stock	2,187	3,203,103	D
Holdings LP Interests^F2,F1	—	holding	—	—	—	—	—	Class A Common Stock	33,180,054	33,180,054	I
Holdings LP Interests^F3,F1	—	holding	—	—	—	—	—	Class A Common Stock	3,810,115	3,810,115	I

F1Pursuant to the terms of the exchange agreement, dated as of November 4, 2014, by and among Fifth Street Asset Management Inc. (the "Issuer"), Fifth Street Holdings L.P. ("Holdings") and the limited partners of Holdings party thereto, and subject to certain requirements and restrictions, the Holdings LP Interests are exchangeable for shares of Class A common stock of the Issuer on a one-for-one basis. Mr. Tannenbaum is permitted to exchange up to 20% of the Holdings LP Interests that he owns and an additional 20% of his Holdings LP Interests on or after each of the next four anniversaries of the closing of the Issuer's initial public offering.
F2Represents securities held directly by FSC CT II, Inc., a Delaware corporation. Mr. Tannenbaum is the sole stockholder of FSC CT II, Inc.
F3Represents securities held directly by the Tannenbaum Family 2012 Trust. Mr. Tannenbaum disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.