SEC FORM 4

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TANNENBAUM LEONARD M

(Last)

(First)

(Middle)

C/O FIFTH STREET (FSAM)

777 WEST PUTNAM AVENUE, 3RD FLOOR

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fifth Street Asset Management Inc. [ FSAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.01 par value per share	10/16/2017		M⁽¹⁾		2,078,337	A	⁽¹⁾	8,714,348	I	By FSC CT II, Inc.⁽²⁾
Class A Common Stock, $0.01 par value per share								640,216	D
Class A Common Stock, $0.01 par value per share								762,023	I	By Tannenbaum Family 2012 Trust⁽³⁾
Class B Common Stock, $0.01 par value per share	10/16/2017		D⁽¹⁾		2,078,337	D	⁽¹⁾	30,074,531	D

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. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Holdings LP Interests	⁽¹⁾	10/16/2017		M⁽¹⁾			2,078,337	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,078,337	$0	24,465,706	I	By FSC CT II, Inc.⁽²⁾
Holdings LP Interests	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,597,640		2,597,640	D
Holdings LP Interests	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,048,092		3,048,092	I	By Tannenbaum Family 2012 Trust⁽³⁾

Explanation of Responses:

1. On October 16, 2017, FSC CT II, Inc., 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. Tannenbaum submitted to the Issuer a corresponding amount of Class B common stock for cancellation.

2. Represents securities held directly by FSC CT II, Inc., a Delaware corporation. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.

3. Represents securities held directly by the Tannenbaum Family 2012 Trust. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.

4. Mr. Tannenbaum is permitted to exchange the remaining Holdings LP Interests in accordance with 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"), subject to the requirements of the Cutback Agreement, dated as of September 26, 2017, among the Issuer, Holdings and the limited partners of Holdings party thereto.

	/s/ Leonard M. Tannenbaum	10/18/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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 is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.