X0303 4 2010-06-09 0001419178 Artio Global Investors Inc. ART 0001472149 Pell Richard C/O ARTIO GLOBAL INVESTORS INC. 330 MADISON AVENUE NEW YORK NY 10017 1 1 1 0 CEO & Chief Investment Officer Class A common stock 2010-06-09 4 D 0 1885115 16.4635 D 1114885 D Class A common stock 2010-06-09 4 M 0 1080006 A 2194891 D Class A common stock 2010-06-09 4 M 0 3119994 A 3119994 I By Pell Family Trust Class B common stock 2010-06-09 4 M 0 1080006 0 D Class A Common Stock 1080006 600000 D New Class A Units 2010-06-09 4 M 0 1080006 0 D Class A Common Stock 1080006 600000 D Class B common stock 2010-06-09 4 M 0 3119994 0 D Class A Common Stock 3119994 0 I By Pell Family Trust New Class A Units 2010-06-09 4 M 0 3119994 0 D Class A Common Stock 3119994 0 I By Pell Family Trust Pursuant to the Exchange Agreement (as amended), Mr. Pell exchanged 1,080,006 New Class A Units for 1,080,006 shares of Class A common stock on June 9, 2010. In connection therewith, on June 9, 2010, Mr. Pell delivered to the Issuer 1,080,006 shares of Class B common stock for cancellation. Pursuant to the Exchange Agreement (as amended), the Pell Family Trust exchanged 3,119,994 New Class A Units for 3,119,994 shares of Class A common stock on June 9, 2010. In connection therewith, on June 9, 2010, the Pell Family Trust delivered to the Issuer 3,119,994 shares of Class B common stock for cancellation. Held by the Pell Family Trust, a grantor retained annuity trust for which Mr. Pell serves as settlor and trustee. Pursuant to the Exchange Agreement, Mr. Pell is permitted to exchange New Class A Units at any time for Class A common stock on a one-for-one basis. Any Exchange is generally a taxable event for Mr. Pell. As a result, at any time following the expiration of the underwriters' lock-up (180 days after September 23, 2009), Mr. Pell is permitted to sell shares of Class A common stock in connection with any Exchange in an amount necessary to generate proceeds (after deducting discounts and commissions) sufficient to cover the taxes payable on such Exchange (the amount of shares permitted to be sold determined based upon the stock price on the date of Exchange, whether or not such shares are sold then or thereafter). (continued on footnote 5) In addition, Mr. Pell will be permitted to sell up to 20% of the remaining shares of Class A common stock that he owns (calculated assuming all New Class A Units have been Exchanged by him) on or after the first anniversary of September 23, 2009, and an additional 20% of such remaining shares of Class A common stock on or after each of the next four anniversaries. The Issuer entered into an exchange agreement (the "Exchange Agreement") with Mr. Pell on September 29, 2009. Pursuant to the Exchange Agreement, Mr. Pell (and certain of his permitted transferees, including the Pell Family Trust) are permitted to exchange their new class A units (the "New Class A Units") in Artio Global Holdings LLC for shares of the Issuer's Class A common stock on a one-for-one basis (each such exchange, an "Exchange"), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. The New Class A Units represent membership interests in Artio Global Holdings LLC, a subsidiary of the Issuer. In connection with each Exchange, Mr. Pell must deliver to the Issuer, for cancellation, a number of shares of Class B common stock equal to the number of New Class A Units being Exchanged. /s/ Adam Spilka, as Agent for Richard Pell 2010-06-11