SEC Form 4 · accession 0001144204-17-053084
Fifth Street Asset Management Inc. · FSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander C Frank
Director
Period of report
Oct 3, 2017
Accepted (ET)
Oct 18, 2017 · 9:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611988
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, $0.01 par value per shareF1 | Oct 3, 2017 | M | 52,317 | — | A | 52,317 | D | |
| Class A Common Stock, $0.01 par value per share | Oct 3, 2017 | F | 24,457 | $3.90 | D | 27,860 | D | |
| Class A Common Stock, $0.01 par value per shareF2 | Oct 16, 2017 | M | 72,700 | — | A | 100,560 | D |
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 | — | Oct 3, 2017 | M | 52,317 | D | — | — | Class A Common Stock | 52,317 | 0 | D |
| Holdings LP InterestsF2,F3 | — | Oct 16, 2017 | M | 72,700 | D | — | — | Class A Common Stock | 72,700 | 32,240 | D |
Explanation of responses
- F1Pursuant to a separation agreement and general release entered into as of September 22, 2017 by and between Mr. Frank and the Issuer, vesting of 52,317 unvested restricted stock units ("RSUs") granted to Mr. Frank in October 2014 was accelerated and such RSUs vested on September 30, 2017 and 27,828 RSUs granted to Mr. Frank in October 2014 were forfeited and ceased to be outstanding as of September 30, 2017. On October 3, 2017, 27,860 vested RSUs were exchanged for shares of the Issuer's Class A common stock on a one-for-one basis.
- F2On October 16, 2017, Mr. Frank, pursuant to the Exchange Agreement (as defined below), exchanged limited partnership interests ("Holdings LP Interests") of Fifth Street Holdings L.P. ("Holdings") for shares of the Issuer's Class A common stock on a one-for-one basis.
- F3Pursuant to the terms of the exchange agreement, dated as of October 29, 2014, by and among the Issuer, Holdings and the limited partners of Holdings party thereto (the "Exchange Agreement"), and subject to certain requirements and restrictions, the Holdings LP Interests are exchangeable for shares of Class A common stock on a one-for-one basis, from and after the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Frank will be permitted to exchange the vested portion of his Holdings LP Interests, subject to certain conditions of call or forfeiture.