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