SEC Form 4 · accession 0001611988-17-000003

Fifth Street Asset Management Inc. · FSAM

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

Reporting owner

Bernard D Berman

Officer — Co-President and CCO

Period of report

Jan 4, 2017

Accepted (ET)

Jan 6, 2017 · 6:36 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 share^F1	Jan 4, 2017	C	351,710	—	A	351,710	D
Class A Common Stock, $0.01 par value per share^F1,F2	Jan 4, 2017	C	181,443	—	A	181,443	I	See footnote
Class B Common Stock, $0.01 par value per share^F1	Jan 4, 2017	D	533,153	—	D	2,132,616	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 Interests^F4,F1,F3	—	Jan 4, 2017	C	351,710	D	—	—	Class A Common Stock	351,710	1,408,044	D
Holdings LP Interests^F2,F1,F3	—	Jan 4, 2017	C	181,443	D	—	—	Class A Common Stock	181,443	725,774	I

Explanation of responses

F1On January 4, 2017, the applicable holder, 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 submitted to the Issuer a corresponding amount of Class B common stock for cancellation.
F2The securities are held by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.
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 the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Berman will be permitted to exchange up to 20% of the remaining Holdings LP Interests that he owns on or after the second anniversary of the closing of the Issuer's initial public offering and an additional 20% of such remaining Holdings LP Interests on or after each of the next four anniversaries.
F4Total includes 1,202 Holdings LP Interests purchased in September 2016 from a limited partner terminating his employment.