SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Velgot James F (Last) (First) (Middle) 777 WEST PUTNAM AVENUE, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/14/2015	3. Issuer Name and Ticker or Trading Symbol Fifth Street Asset Management Inc. [ FSAM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Holdings LP Interests	(1)	(1)	Class A Common Stock	22,361	(1)	D
Option (right to buy)	(2)	10/29/2024	Class A Common Stock	27,928	$18.7	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	12,001	(4)	D

Explanation of Responses:

1. Represents limited partnership interests ("Holdings LP Interests") of Fifth Street Holdings L.P. ("Holdings") held by Mr. Velgot. Such Holdings LP Interests vest monthly over eight years. 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, 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 second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Velgot will be permitted to exchange the vested portion of his Holdings LP Interests, subject to certain conditions of call or forfeiture.

2. One-third of the total number of options will vest on each of the fourth, fifth and sixth anniversaries of the date of grant, which was October 29, 2014.

3. One-third of the total number of restricted stock units will vest on each of the fourth, fifth and sixth anniversaries of the date of grant, which was October 29, 2014.

4. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of the Issuer.

	/s/ Kerry S. Acocella, as attorney-in-fact for James F. Velgot	12/16/2015
	** 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 5 (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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