X0206 3 2013-06-26 0 0001549966 Silvercrest Asset Management Group Inc. SAMG 0001562005 VULCAN WEALTH MANAGEMENT LLC 505 FIFTH AVENUE SOUTH, SUITE 900 SEATTLE WA 98104 0 0 1 0 Class B common stock, par value $0.01 2678657 I By Paul G. Allen Vulcan Wealth Management LLC is wholly-owned by Vulcan Capital Private Equity I LLC. Vulcan Capital Private Equity Inc. is the managing member of Vulcan Capital Private Equity Management I LLC, which is the manager of Vulcan Capital Private Equity I LLC. Paul Allen is the sole stockholder of Vulcan Capital Private Equity Inc., and, as such, possesses sole voting and investment power over the shares held by Vulcan Wealth Management LLC. Mr. Allen disclaims beneficial ownership of the shares held by Vulcan Wealth Management LLC, except to the extent of his pecuniary interest therein. On June 26, 2013, 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."), 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. 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. Vulcan Wealth Management LLC is wholly-owned by Vulcan Capital Private Equity I LLC. Vulcan Capital Private Equity Inc. is the managing member of Vulcan Capital Private Equity Management I LLC, which is the manager of Vulcan Capital Private Equity I LLC. Paul Allen is the sole stockholder of Vulcan Capital Private Equity Inc., and, as such, possesses sole voting and investment power over the shares held by Vulcan Wealth Management LLC. Mr. Allen disclaims beneficial ownership of the shares held by Vulcan Wealth Management LLC, except to the extent of his pecuniary interest therein. /s/ Vulcan Wealth Management LLC, by T. Geoff McKay, Vice President 2013-06-26 /s/ Paul G. Allen, by Paul Ghaffari, Attorney-in-Fact 2013-06-26