0001012975-15-000302.txt : 20150420 0001012975-15-000302.hdr.sgml : 20150420 20150420160730 ACCESSION NUMBER: 0001012975-15-000302 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141118 FILED AS OF DATE: 20150420 DATE AS OF CHANGE: 20150420 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JAFFE MARTIN CENTRAL INDEX KEY: 0001267767 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35733 FILM NUMBER: 15780797 MAIL ADDRESS: STREET 1: 3190 TREMONT AVENUE CITY: TREVOSE STATE: PA ZIP: 19053 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-11-18 1 0001549966 Silvercrest Asset Management Group Inc. SAMG 0001267767 JAFFE MARTIN C/O SILVERCREST ASSET MGMT. GROUP, INC. 1330 AVENUE OF THE AMERCIAS, 38TH FLOOR NEW YORK NY 10019 0 0 1 0 Class B common stock, par value $0.01 2014-11-18 4 J 0 100000 D 826914 D Class A common stock, par value $0.01 2014-11-18 4 C 0 100000 A 100000 D Class A common stock, par value $0.01 2014-11-18 4 S 0 100000 14.40 D 0 D Class B Units 2014-11-18 4 C 0 100000 D Class A comon stock, par value $0.01 100000 826914 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. Jaffe 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"). 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 5 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 quarter by submitting a request to the Executive Committee of Silvercrest L.P. to sell a specified number of shares, subject to the sole discretion of the Executive Committee. /s/ Martin Jaffe 2015-04-14