0001193125-14-273084.txt : 20140721 0001193125-14-273084.hdr.sgml : 20140721 20140718193636 ACCESSION NUMBER: 0001193125-14-273084 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140721 DATE AS OF CHANGE: 20140718 GROUP MEMBERS: CHARLES J. DALEY, JR. GROUP MEMBERS: GREGORY K. RAMIREZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Artisan Partners Asset Management Inc. CENTRAL INDEX KEY: 0001517302 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 450969585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87358 FILM NUMBER: 14983421 BUSINESS ADDRESS: STREET 1: 875 E. WISCONSIN AVENUE STREET 2: SUITE 800 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-390-6100 MAIL ADDRESS: STREET 1: 875 E. WISCONSIN AVENUE STREET 2: SUITE 800 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Colson Eric R CENTRAL INDEX KEY: 0001568880 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 875 EAST WISCONSIN AVENUE, SUITE 800 CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D/A 1 d761126dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 Schedule 13D Amendment No. 1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(RULE 13d-101)

Amendment No. 1

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Artisan Partners Asset Management Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

04316A-108

(CUSIP Number)

Sarah A. Johnson

875 E. Wisconsin Ave., Suite 800

Milwaukee, WI 53202

(414) 390-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 15, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

 


CUSIP No.  04316A-108    SCHEDULE 13D    Page 2 of 7

 

  1.   

NAME OF REPORTING PERSON

 

Eric R. Colson

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(A)  ¨        (B)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

0

     8.   

SHARED VOTING POWER

 

24,493,4081

     9.   

SOLE DISPOSITIVE POWER

 

824,609

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,493,408

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3%2

14.  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

1  Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee (discussed in this Schedule 13D), of which Eric R. Colson is a member, has the power to vote. Mr. Colson disclaims beneficial ownership of all shares except those for which he has sole dispositive power.
2  Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.


CUSIP No.  04316A-108    SCHEDULE 13D    Page 3 of 7

 

  1.   

NAME OF REPORTING PERSON

 

Charles J. Daley, Jr.

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(A)  ¨        (B)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

4003

     8.   

SHARED VOTING POWER

 

24,493,4084

     9.   

SOLE DISPOSITIVE POWER

 

178,115

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,493,808

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3%5

14.  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

3  Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Charles J. Daley, Jr. that are not subject to the Stockholders Agreement discussed in this Schedule 13D.
4  Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee (discussed in this Schedule 13D), of which Mr. Daley is a member, has the power to vote. Mr. Daley disclaims beneficial ownership of all shares except for which he has sole dispositive power.
5  Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

 

-3-


CUSIP No.  04316A-108    SCHEDULE 13D    Page 4 of 7

 

  1.   

NAME OF REPORTING PERSON

 

Gregory K. Ramirez

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(A)  ¨        (B)  x

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS:

 

OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)  ¨

 

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7.    

SOLE VOTING POWER

 

1,4006

     8.   

SHARED VOTING POWER

 

24,493,4087

     9.   

SOLE DISPOSITIVE POWER

 

93,264

   10.   

SHARED DISPOSITIVE POWER

 

0

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

24,494,808

12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)  ¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.3%8

14.  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

6  Represents all shares of Class A common stock of Artisan Partners Asset Management Inc. beneficially owned by Gregory K. Ramirez that are not subject to the Stockholders Agreement discussed in this Schedule 13D.
7  Represents all shares of Class A and Class B common stock of Artisan Partners Asset Management Inc. that the Stockholders Committee (discussed in this Schedule 13D), of which Mr. Ramirez is a member, has the power to vote. Mr. Ramirez disclaims beneficial ownership of all shares except those for which he has sole dispositive power.
8  Represents the amount in Row 11 divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock included in Row 8.

 

-4-


CUSIP No.  04316A-108    SCHEDULE 13D    Page 5 of 7

 

About this Amendment No. 1

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends the statement on Schedule 13D relating to the Class A common stock of the Company filed by the Reporting Persons with the Securities and Exchange Commission on March 12, 2014 (the “Original Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.

This Amendment No. 1 is being made to reflect changes in the number of shares subject to the Stockholders Agreement described in the Original Schedule 13D, including changes resulting from the issuance by the Company of shares of Class A common stock that are subject to that agreement and changes in the percentages deemed to be beneficially owned by the Reporting Persons as a result of that issuance. This Amendment No. 1 also reflects changes in the number of shares of Class A common stock over which each of the Reporting Persons has sole dispositive power. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Original Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration

As of July 15, 2014, 3,020,115 shares of Class A common stock of the Company and 21,473,293 shares of Class B common stock of the Company are subject to the Stockholders Agreement. Those shares, in the aggregate, represent approximately 69.5% of the combined voting power of the Company’s outstanding capital stock. Each of the Reporting Persons is a member of the three-person Stockholders Committee that has the power to vote the shares subject to the Stockholders Agreement. As a result, each of the Reporting Persons may be deemed to have acquired beneficial ownership of all shares subject to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the agreement, except for those shares with respect to which each Reporting Person, respectively, possesses sole dispositive power as noted in Item 5 below. The Stockholders Agreement is described in greater detail in, and filed as an exhibit to, the Original Schedule 13D.

The Class B common stock over which each Reporting Person has sole dispositive power was acquired on March 12, 2013, in connection with the reorganization of the Company’s subsidiary, Artisan Partners Holdings LP (“Holdings”), and the initial public offering of the Class A common stock of the Company. As part of the reorganization, the Company issued each employee-partner (including each Reporting Person) one share of Class B common stock for each Holdings Class B common unit held by the partner. Each share of Class B common stock is entitled to five votes, but no economic rights. Pursuant to the Exchange Agreement among the limited partners of Holdings and the Company each limited partner may, subject to certain limitations and restrictions, exchange each Class B common unit (along with the corresponding share of Class B common stock, which will be cancelled) for a share of Class A common stock. The Exchange Agreement is filed as an exhibit to the Original Schedule 13D. The Reporting Persons did not pay any cash consideration for the shares of Class B common stock or Class B common units.

On each of July 17, 2013 and July 15, 2014, each Reporting Person received a grant of restricted shares of the Company’s Class A common stock pursuant to the Company’s 2013 Omnibus Incentive Compensation Plan. The restricted shares of Class A common stock may not be transferred until they have vested. The Reporting Persons did not pay any cash consideration for the restricted shares.

Each of Mr. Daley and Mr. Ramirez own shares of the Company’s Class A common stock purchased in connection with the Company’s initial public offering. Those shares are not subject to the Stockholders Agreement and each of Mr. Daley and Mr. Ramirez has the sole power to vote and dispose of those shares.

 

-5-


CUSIP No.  04316A-108    SCHEDULE 13D    Page 6 of 7

 

Item 5. Interest in Securities of the Issuer

(a) – (b)

 

Name

   Aggregate
Number of Shares
of Class A
Common Stock
Beneficially
Owned
     Percentage of
Outstanding
Class A
Common
Stock
    Sole
Voting
Power
     Shared
Voting
Power
     Sole Power
to Dispose
     Shared Power to
Dispose
 

Eric R. Colson

     24,493,408         45.3     0         24,493,408         824,609         0   

Charles J. Daley, Jr.

     24,493,808         45.3     400         24,493,408         178,115         0   

Gregory K. Ramirez

     24,494,808         45.3     1,400         24,493,408         93,264         0   

The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Person’s aggregate number of shares of Class A common stock beneficially owned, divided by the sum of the total number of outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock deemed to be beneficially owned by the Reporting Person. Each share of Class B common stock corresponds to a Class B common unit of Holdings, which, together with the corresponding Class B common unit, is exchangeable for one share of Class A common stock, subject to certain restrictions and conditions.

(c) On July 15, 2014, the Company issued 16,500, 8,000, and 7,000 shares of restricted Class A common stock to each of Mr. Colson, Mr. Daley, and Mr. Ramirez, respectively, pursuant to the Company’s 2013 Omnibus Incentive Compensation Plan. The restricted shares of Class A common stock may not be transferred until they have vested. The Reporting Persons did not pay any cash consideration for the restricted shares.

(d) Except for the shares listed in the column titled Sole Power to Dispose, persons other than the Reporting Persons have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares listed in the column titled Aggregate Number of Shares of Class A Common Stock Beneficially Owned. The information set forth under Item 3 and Item 6 is hereby incorporated by reference.

 

Item 7. Material to Be Filed as Exhibits.

 

Exhibit

  

Description

99.1    Joint Filing Agreement, dated as of July 18, 2014
99.2    Power of Attorney of Eric R. Colson, dated March 10, 2014
99.3    Power of Attorney of Charles J. Daley, Jr., dated March 10, 2014
99.4    Power of Attorney of Gregory K. Ramirez, dated March 11, 2014

 

-6-


CUSIP No.  04316A-108    SCHEDULE 13D    Page 7 of 7

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2014

 

ERIC R. COLSON
By:  

Eric R. Colson*

CHARLES J. DALEY JR.
By:  

Charles J. Daley Jr. *

GREGORY K. RAMIREZ
By:  

Gregory K. Ramirez*

 

*By:  

/s/ Sarah A. Johnson

 

Sarah A. Johnson

Attorney-in-Fact for Eric R. Colson

Attorney-in-Fact for Charles J. Daley, Jr.

Attorney-in-Fact for Gregory K. Ramirez

 

-7-

EX-99.1 2 d761126dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

Dated: July 18, 2014

 

ERIC R. COLSON

Eric R. Colson*

CHARLES J. DALEY, JR.

Charles J. Daley, Jr.*

GREGORY K. RAMIREZ

Gregory K. Ramirez*

* By:  

/s/ Sarah A. Johnson

  Sarah A. Johnson
  Attorney in Fact for Eric R. Colson
  Attorney in Fact for Charles J. Daley, Jr.
  Attorney in Fact for Gregory K. Ramirez
EX-99.2 3 d761126dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

POWER OF ATTORNEY

The undersigned, Eric R. Colson, hereby appoints Sarah A. Johnson, Samuel B. Sellers, and Lisa A. Moran, and each of them individually, its true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on its behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, including but not limited to reports on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 10th day of March, 2014.

 

By:  

/s/ Eric R. Colson

  Eric R. Colson

 

STATE OF CALIFORNIA   )
  ) SS.
COUNTY OF SAN FRANCISCO   )

I, Ferial Randera, a Notary Public in and for the County of San Francisco, State of California, DO HEREBY CERTIFY that Eric R. Colson, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 10th day of March, 2014.

 

/s/ Ferial Randera

Ferial Randera
My commission expires: August 9, 2017
EX-99.3 4 d761126dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

POWER OF ATTORNEY

The undersigned, Charles J. Daley, Jr., hereby appoints Sarah A. Johnson, Samuel B. Sellers, and Lisa A. Moran, and each of them individually, its true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on its behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, including but not limited to reports on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 10th day of March, 2014.

 

By:  

/s/ Charles J. Daley, Jr.

  Charles J. Daley, Jr.

 

STATE OF CALIFORNIA   )
  ) SS.
COUNTY OF SAN FRANCISCO   )

I, Ferial Randera, a Notary Public in and for the County of San Francisco, State of California, DO HEREBY CERTIFY that Charles J. Daley, Jr., who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 10th day of March, 2014.

 

 /s/ Ferial Randera

  Ferial Randera
  My commission expires: August 9, 2017
EX-99.4 5 d761126dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

POWER OF ATTORNEY

The undersigned, Gregory K. Ramirez, hereby appoints Sarah A. Johnson, Samuel B. Sellers, and Lisa A. Moran, and each of them individually, its true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on its behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, including but not limited to reports on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents.

IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 11th day of March, 2014.

 

By:  

/s/ Gregory K. Ramirez

  Gregory K. Ramirez

 

STATE OF WISCONSIN   )
  ) SS.
COUNTY OF MILWAUKEE   )

I, Timothy K. Weston, a Notary Public in and for the County of Milwaukee, State of Wisconsin, DO HEREBY CERTIFY that Gregory K. Ramirez, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.

Given under my hand and notarial seal, this 11th day of March, 2014.

 

 /s/ Timothy K. Weston

  Timothy K. Weston
  My commission is permanent