SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-101)
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
Amendment No. 3
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)
March 9, 2015
(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
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SCHEDULE 13D/A | 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
21,977,7921 | |||||
9. | SOLE DISPOSITIVE POWER
706,768 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,977,792 | |||||
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)
38.2%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/A), 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. |
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CUSIP No. 04316A-108
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SCHEDULE 13D/A | 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
21,977,7924 | |||||
9. | SOLE DISPOSITIVE POWER
154,233 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,978,192 | |||||
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)
38.2%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/A. |
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/A), 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. |
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CUSIP No. 04316A-108
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SCHEDULE 13D/A | 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
21,977,7927 | |||||
9. | SOLE DISPOSITIVE POWER
93,264 | |||||
10. | SHARED DISPOSITIVE POWER
0 | |||||
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,979,192 | |||||
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)
38.2%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/A. |
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/A), 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. |
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CUSIP No. 04316A-108 | SCHEDULE 13D/A | Page 5 of 7 |
About this Amendment No. 3
This Amendment No. 3 to Schedule 13D (Amendment No. 3) 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, as amended (the Original Schedule 13D). Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the Original Schedule 13D.
This Amendment No. 3 is being made to reflect a reduction in the number of shares subject to the Stockholders Agreement described in the Original Schedule 13D, including the cancellation by the Company of shares of Class B common stock that are subject to that agreement and a decrease in the percentages deemed to be beneficially owned by the Reporting Persons as a result. This Amendment No. 3 also reflects a decrease in the number of shares of Class B common stock over which Mr. Colson and Mr. Daley have sole dispositive power. Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by the Reporting Persons in the Original Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) (b)
As of March 9, 2015, 3,554,032 shares of Class A common stock of the Company and 18,423,760 shares of Class B common stock of the Company are subject to the Stockholders Agreement. Those shares, in the aggregate, represent approximately 65.0% of the combined voting power of the Companys outstanding common 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 below. The Stockholders Agreement is described in greater detail in, and filed as an exhibit to, the Original Schedule 13D.
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 |
21,977,792 | 38.2 | % | 0 | 21,977,792 | 706,768 | 0 | |||||||||||||||||
Charles J. Daley, Jr. |
21,978,192 | 38.2 | % | 400 | 21,977,792 | 154,233 | 0 | |||||||||||||||||
Gregory K. Ramirez |
21,979,192 | 38.2 | % | 1,400 | 21,977,792 | 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 Persons 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 March 9, 2015, the Company closed an offering of 3,831,550 shares of its Class A common stock. The Company used all of the proceeds of the offering to repurchase 3,851,550 common units of Holdings. The 2,415,413 shares of Class B common stock and 1,416,297 shares of Class C common stock corresponding to the common units were cancelled. All of the shares of Class B common stock cancelled had been subject to the Stockholders Agreement prior to cancellation. As part of these transactions, the Company purchased 117,841 and 23,882 Class B common units (and cancelled the corresponding shares of Class B common stock) from Mr. Colson and Mr. Daley, respectively. The purchase price per unit was $46.08, which equaled the per share proceeds received by the Company from the offering.
(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 of the Original Schedule 13D is hereby incorporated by reference.
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CUSIP No. 04316A-108 | SCHEDULE 13D/A | Page 6 of 7 |
Item 7. Material to Be Filed as Exhibits.
Exhibit |
Description | |
99.1 | Joint Filing Agreement, dated as of February 20, 2015 | |
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 |
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CUSIP No. 04316A-108 | SCHEDULE 13D/A | 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: March 10, 2015
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 |
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Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of Class A common stock, par value $0.01 per share, of Artisan Partners Asset Management Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby duly execute this Joint Filing Agreement this 20th day of February, 2015.
Dated: February 20, 2015
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 |
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 |
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 |
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 |