SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
Under the Securities Exchange Act of 1934
Artisan Partners Asset Management Inc.
(Name of Issuer)
Class A common stock, $0.01 par value per share
(Title of Class of Securities)
04316A-108
(CUSIP Number)
January 11, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. 04316A-108 |
| 1 | NAME OF REPORTING PERSON
N. David Samra | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a) ¨ (b) ¨
N/A | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
01 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,119,5172 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,119,517 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see Instructions) ¨
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%3 | |||||
| 12 | TYPE OF REPORTING PERSON (see Instructions)
IN | |||||
| 1 | Mr. Samra has granted an irrevocable proxy to vote all shares of the Company’s common stock he owns to a stockholders committee. |
| 2 | Represents 513,517 restricted shares of Class A common stock held by Mr. Samra and 1,606,000 Class B common units of Artisan Partners Holdings LP that Mr. Samra may exchange on and after March 12, 2014 for shares of Class A common stock. |
| 3 | Represents the amount in Row 9 divided by the sum of the number of outstanding shares of Class A common stock as of the date of this filing and the 1,606,000 Class B common units Mr. Samra may exchange on and after March 12, 2014 for shares of Class A common stock. |
| Item 1(a) | Name of Issuer: |
Artisan Partners Asset Management Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202
| Item 2(a) | Name of Person Filing: |
N. David Samra
| Item 2(b) | Address of Principal Business Office: |
Artisan Partners Limited Partnership 1 Maritime Plaza, Suite 1450 San Francisco, CA 94111
| Item 2(c) | Citizenship: |
United States of America
| Item 2(d) | Title of Class of Securities: |
Class A common stock, par value $0.01 per share
| Item 2(e) | CUSIP Number: |
04316A-108
| Item 3 | Type of Person: |
N/A
| Item 4 | Ownership (as of January 11, 2014) |
| (a) | Amount beneficially owned: 2,119,517. The amount represents 513,517 restricted shares of Class A common stock held by Mr. Samra and 1,606,000 Class B common units of Artisan Partners Holdings LP that Mr. Samra may exchange on and after March 12, 2014 for shares of Class A common stock. |
| (b) | Percent of class: 9.9% (based on 19,807,436 shares of Class A common stock outstanding as of January 11, 2014, and calculated in accordance with Rule 13d-3(d)(1)). |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0. Mr. Samra has granted an irrevocable proxy to vote all shares of the Company’s common stock he owns to a stockholders committee. |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 2,119,517. The amount represents 513,517 restricted shares of Class A common stock held by Mr. Samra and 1,606,000 Class B common units of Artisan Partners Holdings LP that Mr. Samra may exchange on and after March 12, 2014 for shares of Class A common stock. |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 17, 2014
| N. David Samra | ||
| By: | N. David Samra* | |
| *By: | /s/ Sarah A. Johnson | |
| Sarah A. Johnson | ||
| Attorney-in-Fact for N. David Samra | ||
Exhibit Index
| Exhibit 1 | Power of Attorney of N. David Samra, dated January 10, 2014 |
EXHIBIT 1
POWER OF ATTORNEY
The undersigned, Nicholas David Samra, hereby appoints Sarah A. Johnson, Sam B. Sellers and Lisa A. Moran, and each of them individually, his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, including but not limited to reports on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 10th day of January, 2014.
| By: | /s/ Nicholas David Samra | |
| Nicholas David Samra |
| STATE OF CALIFORNIA | ) | |
| ) SS. | ||
| COUNTY OF SAN FRANCISCO | ) |
I, Stephanie F. Timmerman, a Notary Public in and for the County of San Francisco, State of California, DO HEREBY CERTIFY that Nicholas David Samra, who is known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and notarial seal, this 10th day of January, 2014.
| /s/ Stephanie F. Timmerman |
| Notary Public |
| My commission expires: May 4, 2014 |