0001104659-15-079412.txt : 20151116
0001104659-15-079412.hdr.sgml : 20151116
20151116193658
ACCESSION NUMBER: 0001104659-15-079412
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20151112
FILED AS OF DATE: 20151116
DATE AS OF CHANGE: 20151116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Associated Capital Group, Inc.
CENTRAL INDEX KEY: 0001642122
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE CORPORATE CENTER
CITY: RYE
STATE: NY
ZIP: 10580
BUSINESS PHONE: 914-921-5135
MAIL ADDRESS:
STREET 1: ONE CORPORATE CENTER
CITY: RYE
STATE: NY
ZIP: 10580
FORMER COMPANY:
FORMER CONFORMED NAME: Gabelli Securities Group, Inc.
DATE OF NAME CHANGE: 20150512
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GAMCO INVESTORS, INC. ET AL
CENTRAL INDEX KEY: 0001060349
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0923
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37387
FILM NUMBER: 151236778
BUSINESS ADDRESS:
STREET 1: ONE CORPORATE CENTER
STREET 2: 401 THEODORE FREMD AVENUE
CITY: RYE
STATE: NY
ZIP: 10580
BUSINESS PHONE: 9149213700
MAIL ADDRESS:
STREET 1: ONE CORPORATE CENTER
STREET 2: 401 THEODORE FREMD AVENUE
CITY: RYE
STATE: NY
ZIP: 10580
FORMER NAME:
FORMER CONFORMED NAME: GABELLI ASSET MANAGEMENT INC
DATE OF NAME CHANGE: 19990112
FORMER NAME:
FORMER CONFORMED NAME: ALPHA G INC
DATE OF NAME CHANGE: 19980423
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GABELLI MARIO J
CENTRAL INDEX KEY: 0001185533
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37387
FILM NUMBER: 151236779
MAIL ADDRESS:
STREET 1: C/O GAMCO INVESTORS, INC
STREET 2: ONE CORPORATE CENTER
CITY: RYE
STATE: NY
ZIP: 10580
4
1
a4.xml
4
X0306
4
2015-11-12
0
0001642122
Associated Capital Group, Inc.
NONE
0001185533
GABELLI MARIO J
C/O GAMCO INVESTORS, INC.
ONE CORPORATE CENTER
RYE
NY
10580
1
1
1
0
Chairman & CEO
0001060349
GAMCO INVESTORS, INC. ET AL
C/O GAMCO INVESTORS, INC.
ONE CORPORATE CENTER
RYE
NY
10580
0
0
1
0
Class A Common Stock
2015-11-12
4
J
0
6247452
0.00
D
10000
I
See Footnote
Class B Common Stock
2015-11-12
4
J
0
19196792
0.00
D
Class A Common Stock
19196792
18767036
I
See Footnote
GAMCO Investors, Inc. ("GAMCO") expects to consummate the spin-off of the Issuer on November 30, 2015 to the holders of record of its Class A Common Stock and Class B Common Stock (the "Spin-Off") as of 5:00 pm New York City time on November 12, 2015 (the "Record Date"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), GAMCO's distribution of the Issuer's Class A Common Stock and Class B Common Stock is deemed to occur on the Record Date.
Pursuant to the Issuer's Amended and Restated Certificate of Incorporation to be filed with the Secretary of the State of Delaware prior to the Spin-Off, the 100 outstanding shares of the Issuer's common stock held by GAMCO will be automatically reclassified into an aggregate of 6,247,452 shares of the Issuer's Class A Common Stock (the "Class A Spin-Off Shares") and 19,196,792 shares of the Issuer's Class B Common Stock (the "Class B Spin-Off Shares" and, together with the Class A Spin-Off Shares, the "Spin-Off Shares"). This reclassification will be exempt pursuant to Rule 16a-9 under the Exchange Act. On November 30, 2015, GAMCO will distribute the Spin-Off Shares by way of a pro rata dividend to GAMCO's stockholders (the "Distribution").
Immediately prior to the Distribution, the Spin-Off Shares will be held directly by GAMCO. After the Distribution, GAMCO will no longer beneficially own any shares of the Issuer and consequently will no longer be subject to the requirements of Section 16 of the Exchange Act with respect to the Issuer. Mario J. Gabelli is the Chairman and CEO of GAMCO and controls a majority of GAMCO's voting power through his direct ownership of GAMCO common stock and his position as CEO, a Director and the controlling shareholder of GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of the GAMCO's voting power. As a result of the Distribution, Mario J. Gabelli will beneficially own 10,000 shares of the Issuer's Class A Common Stock through GGCP, Inc., 18,423,741 shares of the Issuer's Class B Common Stock through GGCP Holdings, LLC and 343,295 shares of the Issuer's Class B Common Stock directly.
The Class B Common Stock of the Issuer is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of the Issuer and has no expiration date.
/s/ Douglas R. Jamieson, Attorney-in-Fact for Mario J. Gabelli
2015-11-16
/s/ Douglas R. Jamieson, President and COO of GAMCO Investors, Inc.
2015-11-16