SEC Form 4 · accession 0001611988-17-000001
Fifth Street Asset Management Inc. · FSAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James F Velgot
Director
Period of report
Jan 4, 2017
Accepted (ET)
Jan 6, 2017 · 6:34 pm EST
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 | Jan 4, 2017 | C | 4,472 | — | A | 4,472 | 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,F2 | — | Jan 4, 2017 | C | 4,472 | D | — | — | Class A Common Stock | 4,472 | 17,889 | D |
Explanation of responses
- F1On January 4, 2017, Mr. Velgot, 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.
- F2Pursuant 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 the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Velgot will be permitted to exchange the vested portion of his Holdings LP Interests, subject to certain conditions of call or forfeiture. The Holdings LP Interests vest monthly over eight years.