SEC Form 4 · accession 0001144204-17-053091
Fifth Street Asset Management Inc. · FSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bernard D Berman
Officer — President and CCO
Period of report
Oct 16, 2017
Accepted (ET)
Oct 18, 2017 · 9:13 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 16, 2017 | M | 988,678 | — | A | 1,340,388 | D | |
| Class A Common Stock, $0.01 par value per shareF2 | Oct 16, 2017 | M | 502,801 | — | A | 684,244 | I | By Bernard D. Berman 2012 Trust |
| Class B Common Stock, $0.01 par value per shareF2 | Oct 16, 2017 | D | 1,491,479 | — | A | 641,137 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Holdings LP InterestsF1,F3 | — | Oct 16, 2017 | M | 988,678 | D | — | — | Class A Common Stock | 988,678 | 438,441 | D |
| Holdings LP InterestsF2,F1,F3 | — | Oct 16, 2017 | M | 502,801 | D | — | — | Class A Common Stock | 502,801 | 222,973 | I |
Explanation of responses
- F1On October 16, 2017, Mr. Berman and the Bernard D. Berman 2012 Trust, 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. Berman caused to be submitted to the Issuer a corresponding amount of Class B common stock for cancellation.
- F2Represents securities held directly by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims beneficial ownership except to the extent of his pecuniary interest therein.
- F3Mr. Berman 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.