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

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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^*

Allorto Richard T JR

(Last)

(First)

(Middle)

C/O MEDLEY MANAGEMENT INC.

280 PARK AVENUE, 6TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDLEY MANAGEMENT INC. [ MDLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2017

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)

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)
Restricted Stock Units	⁽¹⁾⁽²⁾	02/22/2017		D⁽¹⁾⁽²⁾			50,000	⁽¹⁾	⁽¹⁾	Common Stock	50,000	$0	0	D
Medley LLC Units⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	02/22/2017		A⁽¹⁾⁽²⁾		50,000⁽²⁾⁽³⁾		⁽³⁾	⁽³⁾	Common Stock	50,000	$0	656,061	D
Medley LLC Units⁽⁴⁾	⁽⁴⁾	02/22/2017		A		50,000⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	50,000	$0	706,061	D

Explanation of Responses:

1. Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). Issuer cancelled 50,000 unvested Restricted Stock Units ("RSUs") of Issuer, and in return, Reporting Person was granted 50,000 restricted Medley LLC Units. The RSUs were granted to Reporting Person on March 16, 2016, in connection with Reporting Person's services and, upon vesting, each RSU was payable in one share of Class A Common Stock, $0.01 par value per share of the Issuer (the "Common Stock"), or the cash equivalent thereof.

2. Pursuant to the Exchange Agreement dated September 23, 2014, among Issuer, Medley LLC and the holders of Medley LLC Units (the "Exchange Agreement"), each vested Medley LLC Unit may be exchanged for one share of Common Stock. The 50,000 restricted Medley LLC Units granted to Reporting Person are subject to the same vesting conditions and similar transfer restrictions as the original, now cancelled 50,000 RSUs.

3. These restricted Medley LLC Units vest annually in three equal installments commencing March 16, 2019.

4. In connection with Reporting Person's services, on February 22, 2017, Reporting Person was granted 50,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. The restricted Medley LLC Units vest annually in three equal installments commencing February 22, 2020.

	/s/ Richard T. Allorto Jr.	02/24/2017
	** 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).
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