0000899243-20-012072.txt : 20200505
0000899243-20-012072.hdr.sgml : 20200505
20200505163046
ACCESSION NUMBER: 0000899243-20-012072
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200501
FILED AS OF DATE: 20200505
DATE AS OF CHANGE: 20200505
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HOUGH RICHARD R III
CENTRAL INDEX KEY: 0001560880
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35733
FILM NUMBER: 20849368
MAIL ADDRESS:
STREET 1: 327 BRANCH AVENUE
CITY: LITTLE SILVER
STATE: NJ
ZIP: 07739
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Silvercrest Asset Management Group Inc.
CENTRAL INDEX KEY: 0001549966
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 455146560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-649-0600
MAIL ADDRESS:
STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-05-01
0
0001549966
Silvercrest Asset Management Group Inc.
SAMG
0001560880
HOUGH RICHARD R III
C/O SILVERCREST ASSET MGMT GROUP INC.
1330 AVE. OF THE AMERICAS, 38TH FLOOR
NEW YORK
NY
10019
1
1
0
0
Chairman and CEO
Class B Common Stock, par value $0.01
2020-05-01
4
A
0
49116
0.00
A
338392
D
Class B Units
2020-05-01
4
A
0
49116
0.00
A
Class A Common Stock, par value $0.01
49116
338392
D
Employee Stock Option (right to buy)
10.18
2020-05-01
4
A
0
86764
0.00
A
2030-04-30
See footnote
86764
86764
D
Represents a grant of restricted stock units ("RSUs"). Each RSU represents the right to receive a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B common stock of Silvercrest Asset Management Group Inc. (the "Company"). The Class B Units are exchangeable on a one-for-one basis for Class A common stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2014. Class B common stock corresponding to the Class B Units are automatically cancelled upon such conversion. Twenty-five percent of the restricted stock units granted vest and settle on each of the first, second, third and fourth anniversaries of May 1, 2020, the grant date.
When the holder of a Class B Unit exchanges or forfeits such Class B Unit pursuant to the terms of the amended and restated certificate of incorporation of the Company and the second amended and restated limited partnership agreement of Silvercrest L.P. (the "Amended LPA"), each corresponding share of Class B common stock is redeemed for its par value and cancelled by the Company.
Each Class B Unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA.
Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on January 2, 2014, the holder and his permitted transferees may collectively exchange for shares of Class A common stock up to the number of vested Class B units that equals 20% of all Class B units such holder and his or her permitted transferees collectively hold as of the first day of that year, in accordance with the timing restrictions described in footnote 5 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
Holders of Class B units are permitted to sell shares of Class A common stock issued upon exchange of Class B units during the first 10-day period of the open trading window of each quarter.
The option vests in three equal installments on each of the first, second and third anniversaries of May 1, 2020, the grant date.
Each option is to purchase a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B Common Stock of the Company. The Class B Units are exchangeable on a one-for-one basis for Class A Common Stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement, dated as of June 26, 2014. Class B common stock corresponding to the Class B Units are automatically cancelled upon such conversion.
/s/ Mark F. McElreath / Attorney in Fact
2020-05-05