SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EINHORN DAVID

(Last) (First) (Middle)
140 EAST 45TH STREET
FLOOR 24

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fifth Street Asset Management Inc. [ FSAM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 02/22/2016 S 9,300 D $3.4082 12,800 I(1)(2)(3) See Footnote(4)
Class A Common Stock, par value $0.01 per share 02/22/2016 S 53,600 D $3.4082 73,186 I(1)(2)(3) See Footnote(5)
Class A Common Stock, par value $0.01 per share 02/22/2016 S 26,600 D $3.4082 36,300 I(1)(2)(3) See Footnote(6)
Class A Common Stock, par value $0.01 per share 02/22/2016 S 98,100 D $3.4082 134,000 I(1)(2)(3) See Footnote(7)
Class A Common Stock, par value $0.01 per share 02/22/2016 S 26,600 D $3.4082 36,400 I(1)(2)(3) See Footnote(8)
Class A Common Stock, par value $0.01 per share 02/22/2016 S 35,800 D $3.4082 49,000 I(1)(2)(3) See Footnote(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EINHORN DAVID

(Last) (First) (Middle)
140 EAST 45TH STREET
FLOOR 24

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GREENLIGHT CAPITAL INC

(Last) (First) (Middle)
140 EAST 45TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DME Advisors GP, L.L.C.

(Last) (First) (Middle)
140 EAST 45TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DME Capital Management, LP

(Last) (First) (Middle)
140 EAST 45TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DME Advisors, LP

(Last) (First) (Middle)
140 EAST 45TH STREET
24TH FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. David Einhorn is the president of Greenlight Capital, Inc. ("Greenlight Inc.") and the senior manager of DME Advisors GP, LLC ("DME GP"). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). Mr. Einhorn may be deemed to beneficially own the securities reported herein by virtue of his positions with respect to Greenlight Inc. and DME GP.
2. The foregoing entities control the disposition and voting of shares of Class A Common Stock ("Shares") of Fifth Street Asset Management Inc. (the "Issuer"), owned by the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore"), and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight Inc., DME GP, DME, DME CM and Mr. Einhorn, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.
3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Greenlight Parties disclaim beneficial ownership of the Shares except to the extent of their respective pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore or the Managed Account.
4. Greenlight Inc. controls the voting and disposition of 12,800 Shares held for the account of Greenlight Fund, of which Greenlight Inc. acts as investment manager.
5. Greenlight Inc. controls the voting and disposition of 73,186 Shares held for the account of Greenlight Qualified, of which Greenlight Inc. acts as investment manager.
6. DME CM controls the voting and disposition of 36,300 Shares held for the account of Greenlight Gold, of which DME MC acts as investment manager.
7. Greenlight Inc. controls the voting and disposition of 134,000 Shares held for the account of Greenlight Offshore, of which Greenlight Inc. acts as investment manager.
8. DME CM controls the voting and disposition of 36,400 shares held for the account of Greenlight Gold Offshore, of which DME MC acts as investment manager.
9. DME controls the voting and disposition of 49,000 Shares held for the account of the Managed Account, for which DME serves as the investment manager.
Remarks:
* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.2 to the Schedule 13G filed with the Securities and Exchange Commission on May 24, 2010 by the Reporting Persons with respect to the common stock of NCR Corporation, is hereby incorporated by reference.
/s/ Daniel Roitman*, attorney-in-fact for David Einhorn 02/24/2016
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. 02/24/2016
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. 02/24/2016
/s/ Daniel Roitman, Chief Operating Officer of DME Capital Management, L.P. 02/24/2016
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. 02/24/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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