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(Amendment No. 1)*

 

Fifth Street Asset Management Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

	31679P109
	(CUSIP Number)
March 4, 2015
(Date of Event Which Requires Filing of This Statement)

 

 

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CUSIP No.  31679P109
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Philadelphia Financial Management of San Francisco, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   California

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 598,175
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 598,175

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,175
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.9%
12	TYPE OF REPORTING PERSON (see instructions)   IA

 

CUSIP No.  31679P109
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Boathouse Row I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 235,319
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 235,319

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,319
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   3.9%
12	TYPE OF REPORTING PERSON (see instructions)   PN

 

CUSIP No.  31679P109
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Boathouse Row II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 78,109
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 78,109

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 78,109
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12	TYPE OF REPORTING PERSON (see instructions)   PN

 

CUSIP No.  31679P109
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Boathouse Row Offshore Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 284,747
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 284,747

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,747
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   4.7%
12	TYPE OF REPORTING PERSON (see instructions)   CO

 

CUSIP No.  31679P109
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Jordan Hymowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)	(a)o (b)o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   US Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER 598,175
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER 598,175

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,175
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)   o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.9%
12	TYPE OF REPORTING PERSON (see instructions)    IN

 

 

Item 1(a).	Name of Issuer:
	Fifth Street Asset Management Inc (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	777 West Putnam Avenue Third Floor Greenwich, CT 06830
Item 2(a).	Name of Person Filing:
	This Schedule 13G is filed on behalf of each of the following persons (collectively, the “Reporting Persons”): Philadelphia Financial Management of San Francisco, LLC Boathouse Row I, L.P. Boathouse Row II, L.P. Boathouse Row Offshore Ltd. Jordan Hymowitz   This Schedule 13G relates to the shares of common stock of the Issuer (the “Shares”) held for the accounts of Boathouse Row I, L.P. (“BRI”), Boathouse Row II, L.P. (“BRII”), and Boathouse Row Offshore Ltd. (“BRO”).  Philadelphia Financial Management of San Francisco, LLC (“PFM”) is the investment advisor of BRO and the general partner of BRI and BRII and therefore retains voting control and dispositive power of the shares owned by each.  Jordan Hymowitz is the Managing Member of Philadelphia Financial Management of San Francisco LLC and its majority owner.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The address of the principal business office of each of the Reporting Persons  is: c/o Philadelphia Financial Management of San Francisco, LLC
	450 Sansome Street, Suite 1500 San Francisco, CA 94111
Item 2(c).	Citizenship:
	Philadelphia Financial Management of San Francisco, LLC – California, United States Boathouse Row I, L.P. – Delaware, United States Boathouse Row II, L.P. – Delaware, United States Boathouse Row Offshore Ltd. – Cayman Islands Jordan Hymowitz-California, United States
Item 2(d).	Title of Class of Securities:
	Class A Common Stock (the “Shares”)
Item 2(e).	CUSIP Number:   31679P109

 

 

Item 4. Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount Beneficially Owned:   As of March 6, 2015, each of the Reporting Persons may be deemed the beneficial owner of 598,175 Shares representing 9.9% of the Shares outstanding as of December 10, 2014.  235,319 Shares are held for the account of BRI representing 3.9% of the Shares outstanding as of December 10, 2014.  78,109 Shares are held for the account of BRII representing 1.3% of the Shares outstanding as of December 10, 2014.  284,747 Shares are held for the account of BRO representing 4.7% of the Shares outstanding as of December 10, 2014.
	(b)	Percent of Class:   9.9% (based on 6,000,033 shares outstanding as of December 10, 2014, as reported by the Issuer in its quarterly report on Form 10-Q filed January 13, 2015)
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or to direct the vote:   0
		(ii)	shared power to vote or to direct the vote:   598,175
		(iii)	sole power to dispose or to direct the disposition of:   0
		(iv)	shared power to dispose or to direct the disposition of:   598,175

 

 

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	See disclosure in Items 2 and 4 hereof.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	See disclosure in Item 2 hereof.
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 acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing 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 such purpose or effect for the time being.

 

 

 

 

 

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