0000899243-23-019193.txt : 20230915 0000899243-23-019193.hdr.sgml : 20230915 20230915204743 ACCESSION NUMBER: 0000899243-23-019193 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230913 FILED AS OF DATE: 20230915 DATE AS OF CHANGE: 20230915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOUGH RICHARD R III CENTRAL INDEX KEY: 0001560880 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35733 FILM NUMBER: 231259968 MAIL ADDRESS: STREET 1: 327 BRANCH AVENUE CITY: LITTLE SILVER STATE: NJ ZIP: 07739 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Silvercrest Asset Management Group Inc. CENTRAL INDEX KEY: 0001549966 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 455146560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-649-0600 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-13 0 0001549966 Silvercrest Asset Management Group Inc. SAMG 0001560880 HOUGH RICHARD R III C/O SILVERCREST ASSET MGMT GROUP INC. 1330 AVE. OF THE AMERICAS, 38TH FLOOR NEW YORK NY 10019 1 1 0 0 Chairman and CEO 0 Class B Common Stock, par value $0.01 2023-09-13 4 M 0 105398 13.97 A 691496 D Class B Common Stock, par value $0.01 2023-09-13 4 F 0 83328 17.67 D 608168 D Employee Stock Option (right to buy) 13.97 2023-09-13 4 M 0 105398 0.00 D 2023-10-01 See footnote 105398 0 D Class B Units 2023-09-13 4 M 0 105398 0.00 A Class A Common Stock, par value $0.01 105398 691496 D Class B Units 2023-09-13 4 F 0 83328 0.00 D Class A Common Stock, par value $0.01 83328 608168 D The option vested in three equal installments beginning on October 1, 2019. Each option is to purchase a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B Common Stock of Silvercrest Asset Management Group Inc. (the "Company"). The Class B Units are exchangeable on a one-for-one basis for Class A Common Stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2014. Class B Common Stock corresponding to the Class B Units are automatically cancelled upon such conversion. When the holder of a Class B Unit exchanges or forfeits such Class B Unit pursuant to the terms of the amended and restated certificate of incorporation of the Company and the second amended and restated limited partnership agreement of Silvercrest L.P. (the "Amended LPA"), each corresponding share of Class B common stock is redeemed for its par value and cancelled by the Company. Each Class B Unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA. Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on January 2, 2014, the holder and his permitted transferees may collectively exchange for shares of Class A common stock up to the number of vested Class B units that equals 20% of all Class B units such holder and his or her permitted transferees collectively hold as of the first day of that year, in accordance with the timing restrictions described in footnote 6 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013. Holders of Class B units are permitted to sell shares of Class A common stock issued upon exchange of Class B units during the first 10-day period of the open trading window of each quarter. /s/ Matthew W. Mamak / Attorney in Fact 2023-09-15