X0206 3 2012-11-13 0 0001549966 Silvercrest Asset Management Group Inc. SAMG 0001560881 COCHRAN GEORGE MOFFETT C/O SILVERCREST ASSET MANAGEMENT GROUP I 1330 AVENUE OF THE AMERICAS, 38TH FLOOR NEW YORK NY 10019 1 1 1 0 Chairman and CEO Class B common stock, par value $0.01 1986462 D Class B common stock, par value $0.01 165744 I Trustee Class A common stock, par value $0.01 10 D Class B Units Class A common stock, par value $0.01 1986462 D Class B Units Class A common stock, par value $0.01 165744 I Trustee On November 13, 2012, Silvercrest Asset Management Group Inc. (the "Corporation" or "SAMG Inc.") issued to each holder of a Class B unit of Silvercrest L.P. ("Silvercrest L.P."), each of which is exchangeable for a share of the Corporation's Class A common stock (as further described in the below footnotes), one share of the Corporation's Class B common stock, par value $0.01 per share (the "Class B common stock"), in exchange for the par value thereof for each Class B unit held by such holder. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Corporation to holders of its capital stock (except for the right to receive the par value thereof upon the Corporation's liquidation or dissolution). Each share of Class B common stock entitles the holder to one (1) vote per share on all matters submitted to a vote of the Corporation's common stockholders. When and if a holder exchanges a Class B unit for a share of Class A common stock, the corresponding share of Class B common stock will be redeemed for the par value thereof and cancelled by the Corporation. Shares of Class B common stock are not transferable unless transferred concurrently with the corresponding Class B unit and with the consent of the Corporation and Silvercrest L.P. Includes amount of Class B common stock owned by the Moffett Cochran GRAT 2010 of which Mr. Cochran is the trustee. Represents 10 shares of Class A common stock sold to Mr. Cochran at a purchase price of $10.00 per share on May 7, 2012. Represents units of Silvercrest L.P. that were reclassified as "Class B units" of Silvercrest L.P. on a one-for-one basis in connection with the second amendment and restatement of Silvercrest L.P.'s limited partnership agreement, effective as of November 13, 2012 (the "Amended LPA"), among SAMG Inc., as the general partner post-reorganization of Silvercrest L.P., Silvercrest GP LLC, as the general partner pre-reorganization of Silvercrest L.P. and the holder of certain units of Silvercrest L.P. and the holders of such reclassified units of Silvercrest L.P. Pursuant to the Amended LPA, each Class B unit is exchangeable for a share of Class A common stock of SAMG Inc., subject to the timing and volume limitations set forth in the Amended LPA. Pursuant to the Amended LPA and an exchange agreement entered into among the Corporation and holders of Class B units (the "Exchange Agreement"), no Class B units may be exchanged for Class A common stock prior to the six-month anniversary of the consummation of the initial public offering of the Corporation (the "IPO"), unless the employment of a holder of Class B units terminated, at which time, other than in the case of retirement or a termination for cause, all Class B units automatically are exchanged for shares of Class A common stock. Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on the six-month anniversary of the consummation of the IPO, 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 the date of the consummation of the IPO. On or after the six-month anniversary of the consummation of the IPO, holders of Class B units will be 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 by submitting a request to the Executive Committee of Silvercrest L.P. to sell a specified number of shares, subject to the sole discretion of the Executive Committee. George Moffett Cochran 2012-11-13