SEC Form 4 · accession 0001144204-17-053086

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

Oct 16, 2017

Accepted (ET)

Oct 18, 2017 · 9:01 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 share^F1,F2	Oct 16, 2017	M	2,078,337	—	A	8,714,348	I	By FSC CT II, Inc.
Class B Common Stock, $0.01 par value per share^F1	Oct 16, 2017	D	2,078,337	—	D	30,074,531	D
Class A Common Stock, $0.01 par value per share	holding	—	—		—	640,216	D
Class A Common Stock, $0.01 par value per share^F3	holding	—	—		—	762,023	I	By Tannenbaum Family 2012 Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Holdings LP Interests^F2,F1,F4	—	Oct 16, 2017	M	2,078,337	D	—	—	Class A Common Stock	2,078,337	24,465,706	I
Holdings LP Interests^F4	—	holding	—	—	—	—	—	Class A Common Stock	2,597,640	2,597,640	D
Holdings LP Interests^F3,F4	—	holding	—	—	—	—	—	Class A Common Stock	3,048,092	3,048,092	I

F1On October 16, 2017, FSC CT II, Inc., 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. Pursuant to the Exchange Agreement, upon an exchange of the Holdings LP Interests for Class A common stock, Mr. Tannenbaum submitted to the Issuer a corresponding amount of Class B common stock for cancellation.
F2Represents securities held directly by FSC CT II, Inc., a Delaware corporation. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.
F3Represents securities held directly by the Tannenbaum Family 2012 Trust. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.
F4Mr. Tannenbaum is permitted to exchange the remaining Holdings LP Interests in accordance with 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"), subject to the requirements of the Cutback Agreement, dated as of September 26, 2017, among the Issuer, Holdings and the limited partners of Holdings party thereto.