X0202 4 2004-10-27 0 0001299033 Calamos Asset Management, Inc. /DE/ CLMS 0001248580 CALAMOS JOHN P SR C/O CALAMOS ASSET MANAGEMENT, INC. 1111 E. WARRENVILLE RD. NAPERVILLE IL 60563 1 1 1 0 Chairman,CEO & Co-CIO 0001307316 Calamos Family Partners, Inc. 1111 E. WARRENVILLE ROAD NAPERVILLE IL 60563 0 0 0 1 Calamos Family Partners, Inc. Common Stock 2004-10-27 4 D 0 100 D 0 D Class B Common Stock 2004-10-27 4 A 0 100 A 100 I Calamos Family Partners, Inc. Calamos Holdings LLC Membership Units 0 2004-10-27 4 A 0 96800000 A 2004-10-27 Class A Common Stock 96800000 96800000 I Calamos Family Partners, Inc. Calamos Holdings LLC Membership Units 0 2004-10-27 4 A 0 200000 A 2004-10-27 Class A Common Stock 200000 200000 D Calamos Holdings LLC Membership Units 0 2004-11-02 4 D 0 17000000 16.654 A 2004-10-27 Class A Common Stock 17000000 79800000 I Calamos Family Partners, Inc. On October 27, 2004, in connection with its initial public offering, the Issuer filed its Amended and Restated Certificate of Incorporation which provided for the following changes in capitalization: (1) each share of the Issuer's Common Stock was converted into a share of newly created Class B Common Stock; and (ii) each Membership Unit of Calamos Holdings LLC (a "Membership Unit") became exchangeable on demand into a share of the Issuer's newly created Class A Common Stock on a one-to-one basis. The transactions, which were approved by the Board of Directors, constitute a reclassification for purposes of Section 16b-7 (Transaction Code J). The Issuer's Class B Common Stock is convertible on demand into an equal number of shares of the Issuer's Class A Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, each share of Class B Common Stock held by Calamos Family Partners, Inc. ("CFP") entitles it to a number of votes equal to ten (10) multiplied by the sum of (x) the aggregate number of shares of Class B Common Stock held by CFP and (y) the aggregate number of Membership Units of Calamos Holdings LLC or any successor entity thereto, held by CFP, divided by (z) the number of shares of Class B Common Stock held by CFP. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation, the Membership Units are exchageable on demand for an equal number of shares of the Issuer's Class A Common Stock. The Membership Units do not expire. The Membership Units were acquired by the Issuer in connection with the closing of its initial public offering. John P. Calamos, /s/ James S. Hamman Jr., by Power of Attorney 2004-11-04