0001012975-18-000390.txt : 20180502 0001012975-18-000390.hdr.sgml : 20180502 20180502170030 ACCESSION NUMBER: 0001012975-18-000390 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180501 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MESSINA AL CENTRAL INDEX KEY: 0001579162 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35733 FILM NUMBER: 18800520 MAIL ADDRESS: STREET 1: C/O SILVERCREST ASSET MANAGEMENT INC. STREET 2: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 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 edgar.xml PRIMARY DOCUMENT X0306 4 2018-05-01 0001549966 Silvercrest Asset Management Group Inc. SAMG 0001579162 MESSINA AL SILVERCREST ASSET MANAGEMENT GROUP INC. 1330 AVE. OF THE AMERICAS, 38TH FLOOR NEW YORK NY 10019 1 0 0 0 Class B common stock, par value $0.01 2018-05-01 4 J 0 1436 D 204541 D Class A common stock, par value $0.01 2018-05-01 4 C 0 1436 A 1436 D Class A common stock, par value $0.01 2018-05-01 4 S 0 1436 15.5069 D 0 D Class B common stock, par value $0.01 2018-05-02 4 J 0 1234 D 203307 D Class A common stock, par value $0.01 2018-05-02 4 C 0 1234 A 1234 D Class A common stock, par value $0.01 2018-05-02 4 S 0 1234 15.5006 D 0 D Class B Units 2018-05-01 4 C 0 1436 A Class A common stock, par value $0.01 1436 204541 D Class B Units 2018-05-02 4 C 0 1234 A Class A common stock, par value $0.01 1234 203307 D 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 Silvercrest Asset Management Group Inc. (the "Corporation") 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. Represents the conversion by Mr. Messina of Class B units to Class A common stock pursuant to the exchange agreement entered into among the Corporation and holders of Class B units (the "Exchange Agreement"). This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2018. The transaction was executed in multiple trades at prices ranging from $15.45 to $15.55. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. The transaction was executed in multiple trades at prices ranging from $15.50 to $15.55. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer. Each class B unit is exchangeable for a share of Class A common stock of the Corporation, 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 8 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013. On or after January 2, 2014, holders of Class B units became 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. /s/ Lily C. Desmond - Attorney-in-Fact 2018-05-02