8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 12, 2021

ASSOCIATED CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-37387	47-3965991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

191 Mason Street, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (203) 629-9595

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	AC	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers..

The following information is filed pursuant to Item 5.02(b), “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.”

Effective April 16, 2021, Kevin Handwerker will retire as Executive Vice President, General Counsel and Secretary of Associated Capital Group, Inc.

Item 8.01 Other Events.

The following information is furnished pursuant to Item 8.01, “Other Events.”

On April 12, 2021, Associated Capital Group, Inc. (NYSE: AC), (“Associated Capital”), issued a press release concerning the appointment of Peter D. Goldstein as Chief Legal Officer and David M. Goldman as General Counsel and Director of Corporate Development of Associated Capital Group, effective April 16, 2021.

A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

The information contained in this Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as may be expressly set forth by specific reference in such filing to this Item 8.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Associated Capital Group’s Press Release, dated April 12, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Associated Capital Group, Inc.

By: /s/ Timothy H. Schott

Timothy H. Schott

Chief Financial Officer

Date: April 12, 2021

EX-99.1

Exhibit 99.1

For Immediate Release	Contact:	Douglas R. Jamieson
		President & Chief Executive Officer
	For further information please visit
	www.associated-capital-group.com

Peter D. Goldstein Named Chief Legal Officer &

David M. Goldman Named General Counsel

Greenwich, CT, April 12, 2021 – Associated Capital Group. (NYSE:AC) appointed Peter D. Goldstein as the Chief Legal Officer and David M. Goldman as General Counsel and Director of Corporate Development of Associated Capital Group, effective April 16, 2021.

On behalf of our shareholders, directors, and fellow teammates, we thank Kevin Handwerker for the past six years of service as General Counsel of Associated Capital Group and wish him well on his retirement.

Peter Goldstein rejoined affiliate GAMCO Investors, Inc. (NYSE:GBL) in July 2020 as General Counsel of Gabelli Funds and has been appointed General Counsel of GAMCO. Peter had most recently been the General Counsel and Chief Compliance Officer at Buckingham Capital Management since December 2011 after a seven-year stint as the Director of Regulatory Affairs at GAMCO.  Earlier in his career, Peter was a litigation partner with Dorsey & Whitney in New York. He subsequently joined the Securities & Exchange Commission where he was a Branch Chief in the Enforcement Division.  Peter was the Associate General Counsel of GAMCO Investors, Inc. from 1997 through 2000 before joining Goldman Sachs in late 2000.   Peter is a graduate of Boston College Law School (J.D., magna cum laude), holds a M.S. from Harvard University and completed his undergraduate degree at Brandeis University (cum laude).

David Goldman joined GAMCO Investors in January 2011 and is currently the General Counsel and Chief Compliance Officer of GAMCO Asset Management Inc., the institutional and private wealth management subsidiary.  Prior to joining GAMCO, from 2008, David was a Director at Deutsche Asset Management, Deutsche Bank’s Retail Asset Management Division since 2008.  He initially joined Bankers Trust - Alex. Brown in Baltimore in 1998, prior to its acquisition by Deutsche Bank.  David is a graduate of University of Maryland School of Law and holds an LLM from Georgetown University School of Law in Securities Regulation.  He completed his undergraduate studies at Indiana University in Bloomington with a B.S. in Accounting.

191 Mason Street
Greenwich, CT  06830 t203.629.9595 associated-capital-group.com

About Associated Capital Group, Inc.

Associated Capital Group, Inc. (NYSE:AC), based in Greenwich Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA” f/k/a Gabelli Securities, Inc.). The proprietary capital is earmarked for our direct investment business that invests in new and existing businesses.  The direct investment business is developing along three core pillars; Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor; the SPAC business (Gabelli special purpose acquisition vehicles), launched in April 2018; and, Gabelli Principal Strategies Group, LLC (“GPS”) created to pursue strategic operating initiatives.

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