| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AssetMark Financial Holdings, Inc. [ AMK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 07/17/2019 | J(1) | 7,151,201 | D | $0 | 0 | I | By AssetMark Holdings LLC(2) | ||
| Common stock | 58,998,799 | I | By Huatai International Investment Holdings Limited(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. AssetMark Holdings LLC ("AH LLC") conducted a distribution of 66,150,000 shares of the Issuer's common stock to AH LLC's members on a pro-rata basis in respect of their respective interests in AH LLC, for no consideration (the "Distribution"). This included a distribution of 58,998,799 shares to Huatai International Investment Holdings Limited ("HIIHL"), which is an exempt transaction pursuant to Securities and Exchange Act Rule 16a-13 as a mere change in form of ownership. The number here reflects the shares distributed to the other members of AH LLC, as to which HIIHL disclaims beneficial ownership. |
| 2. Prior to the Distribution, these shares were owned directly by AH LLC. Following this distribution, AH LLC ceased to own any shares in the Issuer and is no longer subject to Section 16. Prior to the distribution, HIIHL was a member of AssetMark Holdings LLC holding 98.6% of the equity interests therein. Huatai International Financial Holdings Company Limited ("HIFHCL") is the sole shareholder of HIIHL. Huatai Securities Co., Ltd. ("HSCL") is the sole shareholder of HIFHCL. Accordingly, prior to the Distribution, each of HSCL, HIFHCL and HIIHL was an indirect beneficial owner of the reported securities and disclaimed beneficial ownership over the reported securities except to the extent of its pecuniary interest. |
| 3. Reflects ownership of the shares distributed from AH LLC to HIIHL in the Distribution, in an exempt transaction pursuant to Securities and Exchange Act Rule 16a-13 as a mere change in form of ownership. Following the Distribution, these shares are held directly by HIIHL, and each of HSCL and HIFHCL is an indirect beneficial owner of the reported securities. |
| /s/ Ted Angus, as Attorney-in-Fact, for Huatai Securities Co., Ltd. | 07/19/2019 | |
| /s/ Ted Angus, as Attorney-in-Fact, for Huatai International Financial Holdings Company Limited | 07/19/2019 | |
| /s/ Ted Angus, as Attorney-in-Fact, for Huatai International Investment Holdings Limited | 07/19/2019 | |
| /s/ Ted Angus, as Attorney-in-Fact, for AssetMark Holdings LLC | 07/19/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||