0001209191-11-058271.txt : 20111128 0001209191-11-058271.hdr.sgml : 20111128 20111128215703 ACCESSION NUMBER: 0001209191-11-058271 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111123 FILED AS OF DATE: 20111128 DATE AS OF CHANGE: 20111128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yates Richard B. CENTRAL INDEX KEY: 0001534443 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35355 FILM NUMBER: 111229534 MAIL ADDRESS: STREET 1: 290 WOODCLIFF DRIVE CITY: FAIRPORT STATE: NY ZIP: 14450 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Manning & Napier, Inc. CENTRAL INDEX KEY: 0001524223 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 452609100 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 290 WOODCLIFF DRIVE CITY: FAIRPORT STATE: NY ZIP: 14450 BUSINESS PHONE: (585) 325-6880 MAIL ADDRESS: STREET 1: 290 WOODCLIFF DRIVE CITY: FAIRPORT STATE: NY ZIP: 14450 4 1 c25263_4x0.xml MAIN DOCUMENT DESCRIPTION X0304 4 2011-11-23 0001524223 Manning & Napier, Inc. MN 0001534443 Yates Richard B. C/O MANNING & NAPIER, INC. 290 WOODCLIFF DRIVE FAIRPORT NY 14450 0 1 0 0 See Remarks Class A Common Stock, $0.01 par value 2011-11-23 4 P 0 1000 12.00 A 1000 D Class A units 2011-11-23 4 J 0 225502 A Class A Common Stock, 0.01 par value 225502 225502 I By M and N Group Holdings, LLC Represents Class A units of Manning & Napier Group, LLC ("Group") that are owned directly by M&N Group Holdings, LLC ("Group Holdings"). Group Holdings is owned as follows: (a) Class B units of Group Holdings representing approximately 99.7% of the issued and outstanding Class B units of Group Holdings, which represents approximately 23.6% of the voting and economic rights of Group Holdings, are owned by William Manning; (b) Class B units of Group Holdings representing approximately 0.3% of the issued and outstanding Class B units of Group Holdings, which represents approximately 0.1% of the voting and economic rights of Group Holdings, are owned by Richard Goldberg; (c) Class A units of Group Holdings representing approximately 83.9% of the issued and outstanding Class A units of Group Holdings, which represents approximately 64.0% of the voting and economic rights of Group Holdings, are owned by MNA Advisors, Inc. ("Advisors"); (continued in Footnote 2) (d) Class A units of Group Holdings representing approximately 0.04% of the issued and outstanding Class A units of Group Holdings, which represents approximately 2.68% of the voting and economic rights of Group Holdings, are owned by M&N Advisory Advantage Corporation ("AAC"); (e) Class A units of Group Holdings representing less than 0.01% of the issued and outstanding Class A units of Group Holdings, which represents less than 0.01% of the voting and economic rights of Group Holdings, are owned by M&N Alternative Opportunities, Inc. (together with Advisors and AAC, the "Corporations"); and (f) Class A units of Group Holdings representing approximately 12.6% of the issued and outstanding Class A units of Group Holdings, which represents approximately 9.6% of the voting and economic rights of Group Holdings, are owned by Manning & Napier Associates, LLC. (continued in Footnote 3) The number of derivative securities shown is the number of Class A units of Group directly owned by Group Holdings that are attributable to the interests of the Reporting Person as an owner of equity interests of each of the Corporations. Each Class A unit of Group represents the right to receive cash or one share of Class A common stock of the Issuer based on the selling schedule set forth in footnote (4) and in that certain Exchange Agreement, entered into as of November 23, 2011 (the "Exchange Agreement"), by and among the Issuer, Group Holdings, Manning & Napier Capital Company, LLC and the other parties thereto (filed as Exhibit 10.3 to Amendment No. 2 to the Issuer's Registration Statement on Form S-1 (File No. 333-175309)). Pursuant to the Exchange Agreement, Group Holdings, at the Reporting Person's direction, may elect to exchange: (a) up to 5% of the Class A units of Group attributable to the Reporting Person as of November 17, 2012; and (b) the remainder of such Class A units as of November 17, 2013. Chief Legal Officer and Secretary /s/ Richard B. Yates 2011-11-28