4 1 bnagbl1231.txt For Form 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person * ALPERT BRUCE N. 2. Issuer Name and Ticker or Trading Symbol Gabelli Asset Management Inc./GBL 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% owner __X___ Officer (give _____ Other (specify title below) below) Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC (Last) (First) (Middle) 17 Rolling Hills Lane 3. I.R.S Identification Number of Reporting Person, if an entity (Voluntary) 4. Statement for Month/Day/Year 12/31/02 (Street) Harrison NY 10528 5. If Amendment, Date of Original (Month/Year) 7. Individual or Joint/Group Filing (Check Applicable Line) _X___ Form filed by One Reporting Person ____ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) 2. Trans- action Date 2A. Deeme d Execu - Tion Date, if any 3. Trans- action Code (Instr . 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transactions (Instr. 3 and 4) 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of In- direct Bene- Ficial Owner- Ship (Instr. 4) (Month/ Day/ Year) (Mont h/Day / Year) Code V Amount (A) or (D) Price Class A Common Stock, Par Value $0.001 12/31/02 M 20,000 A 16.2750 12/31/02 F 10,800 D 29.9900 32,000 D Class B Common Stock, Par Value $0.001 0 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 31 ? If the form is filed by more than one reporting person, See Instruction 4(b)(v). FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conver- sion or Exercise Price of Deriv- ative Security 3. Trans- Action Date (Month/D ay/ Year) 3A. Deeme d Execu - Tion Date, if any (Mont h/Day / Year) 4. Trans- action Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) Or Disposed Of (D) (Instr. 3, 4 and 5) 6. Date Exer- cisable and Expiration Date (Month/Day/ Year) 7. Title and Amount of Underlying Securities 8. Price of Deriv- ative Security (Instr. 5) 9. Number of Deriv- ative Secur- ities Bene- ficially Owned at End Of Month (Instr. 4) 10. Owner- ship Form Of De- Rivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of In- direct Bene- ficial Owner- Ship (Instr. 4) Code V (A) (D) Date Exer- cisabl e Expira- tion Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $16.2750 12/31/02 M 20,000 2/10/02 2/10/09 Class A Common Stock 20,000 7,500 (1) D Explanation of Responses: (1) The option with respect to these 7,500 shares does not become exercisable until 2/10/03. /s/ Bruce N. Alpert 12/31/02 ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. ** Signature of Reporting Person BRUCE N. ALPERT Date Page 2