0001611988-17-000003.txt : 20170106 0001611988-17-000003.hdr.sgml : 20170106 20170106183642 ACCESSION NUMBER: 0001611988-17-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170104 FILED AS OF DATE: 20170106 DATE AS OF CHANGE: 20170106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fifth Street Asset Management Inc. CENTRAL INDEX KEY: 0001611988 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 465610118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 992-4533 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berman Bernard D CENTRAL INDEX KEY: 0001421840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36701 FILM NUMBER: 17515448 MAIL ADDRESS: STREET 1: WHITE PLAINS PLAZA STREET 2: 445 HAMILTON AVENUE, SUITE 1206 CITY: WHITE PLAINS STATE: NY ZIP: 10601 4 1 wf-form4_148374578945883.xml FORM 4 X0306 4 2017-01-04 0 0001611988 Fifth Street Asset Management Inc. FSAM 0001421840 Berman Bernard D 777 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH CT 06830 0 1 0 0 Co-President and CCO Class A Common Stock, $0.01 par value per share 2017-01-04 4 C 0 351710 A 351710 D Class A Common Stock, $0.01 par value per share 2017-01-04 4 C 0 181443 A 181443 I See footnote Class B Common Stock, $0.01 par value per share 2017-01-04 4 D 0 533153 D 2132616 D Holdings LP Interests 2017-01-04 4 C 0 351710 0 D Class A Common Stock 351710.0 1408044 D Holdings LP Interests 2017-01-04 4 C 0 181443 0 D Class A Common Stock 181443.0 725774 I See footnote On January 4, 2017, the applicable holder, 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. Berman submitted to the Issuer a corresponding amount of Class B common stock for cancellation. The securities are held by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest. Pursuant to 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"), and subject to certain requirements and restrictions, the Holdings LP Interests are exchangeable for shares of Class A common stock on a one-for-one basis, from and after the the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Berman will be permitted to exchange up to 20% of the remaining Holdings LP Interests that he owns on or after the second anniversary of the closing of the Issuer's initial public offering and an additional 20% of such remaining Holdings LP Interests on or after each of the next four anniversaries. Total includes 1,202 Holdings LP Interests purchased in September 2016 from a limited partner terminating his employment. /s/ Kerry S. Acocella, as attorney-in-fact for Bernard D. Berman 2017-01-06 EX-24 2 a2014powerofattorneybberman.htm POWER OF ATTORNEY

POWER OF ATTORNEY

I, Bernard D. Berman, Co-President, Chief Compliance Officer and a director of Fifth Street Asset Management Inc. (the "Corporation"), hereby authorize and designate each of David H. Harrison and Kerry S. Acocella as my agent and attorney-in-fact, with full power of substitution to:

(1)           prepare and sign on my behalf any Form 3, Form 4 or Form 5 under Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities and Exchange Commission and each stock exchange on which the Corporation's stock is listed;

(2)           prepare and sign on my behalf any Form 144 Notice under the Securities Act of 1933, as amended, and file the same with the Securities and Exchange Commission; and

(3)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended, or Section 5 of the Securities Act of 1933, as amended, or Rule 144 promulgated under such Act.

This Power of Attorney shall remain in effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


DATED:    10/29/2014         SIGNED:     /s/ Bernard D. Berman