0001209191-16-135617.txt : 20160805 0001209191-16-135617.hdr.sgml : 20160805 20160805103853 ACCESSION NUMBER: 0001209191-16-135617 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160726 FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Manning & Napier, Inc. CENTRAL INDEX KEY: 0001524223 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 452609100 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 290 WOODCLIFF DRIVE CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: (585) 325-6880 MAIL ADDRESS: STREET 1: 290 WOODCLIFF DRIVE CITY: FAIRPORT STATE: NY ZIP: 14450 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Galusha Beth H. CENTRAL INDEX KEY: 0001681216 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35355 FILM NUMBER: 161809514 MAIL ADDRESS: STREET 1: 6 CARRIAGE COURT CITY: PITTSFORD STATE: NY ZIP: 14534 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-07-26 0 0001524223 Manning & Napier, Inc. MN 0001681216 Galusha Beth H. C/O MANNING & NAPIER 290 WOODCLIFF DRIVE FAIRPORT NY 14450 0 1 0 0 Principal Financial Officer Class A Common Stock, par value $0.01 4000 D Class A Units Class A Common Stock, $0.01 168865 I M&N Group Holdings, LLC Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by M&N Group Holdings, LLC ("Group Holdings"). Group Holdings is owned as follows: (a) Class B units of Group Holdings representing approximately 100% of the issued and outstanding Class B units of Group Holdings, which represents approximately 27.27% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class A units of Group Holdings representing approximately 84.69% of the issued and outstanding Class A units of Group Holdings, which represents approximately 61.59% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); and (c) Class A units of Group Holdings representing approximately 15.31% of the issued and outstanding Class A units of Group Holdings, which represents approximately 11.14% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC. The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of Advisors. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer based on the selling schedule set forth in that certain Exchange Agreement, entered into as of November 23, 2011 (the "Exchange Agreement"), by and among the Issuer, Group Holdings, Manning & Napier Capital Company, LLC and the other parties thereto (filed as Exhibit 10.3 to the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-35355)). Class A Units convert to Class A Common Stock on a one-for-one basis. /s/ Sarah C. Turner, attorney-in-fact 2016-08-05 EX-24.3_669672 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS KNOW BY ALL THESE PRESENTS, that the undersigned hereby constitutes and appoints Sarah C. Turner, as the undersigned's true and lawful attorney-in-fact, limited solely to the following purposes, to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Manning & Napier, Inc. (the "Company"), (i) Forms 3, 4 and 5 (including any amendments thereto) which may be required to be filed with the Securities and Exchange Commission (the "SEC") in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act"), (ii)) Schedules 13G and 13D (including any amendments thereto) which may be required to be filed in accordance with Sections 13(d) and 13(g) of the Exchange Act, (iii) a Form ID (including any amendments thereto) and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports, with respect to the undersigned's beneficial ownership of and transactions in reportable securities, and (iv) any other forms or reports that the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; 2. do and perform any and all acts for and on behalf of the undersigned, which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, Schedule 13G or 13D, Form ID or any forms necessary to obtain or renew such SEC access codes, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; 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, 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 her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whoatsoever 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 her 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the company assuming, any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Exchange Act. Photographic copies of this Power of Attorney shall have the same force and effect as the original. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned's beneficial ownership of and transactions in reportable securities, unless earlier revoked by the undersigned (a) automatically upon the undersigned's death, (b) automatically upon the attorney-in-fact being notified of the undersigned's disability, (c) automatically upon the attorney-in-fact no longer being a director or officer of the Company, or (d) upon a signed written revocation delivered to the foregoing attorney-in-fact. In WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of July, 2016. By: /s/ Beth H. Galusha Name: Beth H. Galusha