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) 06/08/2023 | ||||||||||||||||||||||||||
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 | 06/08/2023 | A | 18,085(1) | A | $0 | 340,635 | D | |||
Common Stock | 06/08/2023 | S | 4,979(2) | D | $30.04 | 335,656 | D | |||
Common Stock | 06/09/2023 | S | 1,348(2) | D | $29.61 | 334,308 | D | |||
Common Stock | 1,930 | I | Child(3) | |||||||
Common Stock | 41,390 | I | Kim Family Trust(4) |
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 | ||||||||
Stock Appreciation Right | $30.3 | 06/08/2023 | A | 117,057 | (5) | 06/08/2033 | Common Stock(6) | 0 | $0 | 117,057 | D | ||||
Stock Appreciation Right | $30.3 | 06/08/2023 | A | 37,955 | (5) | 06/08/2033 | Common Stock(7) | 37,955 | $0 | 37,955 | D |
Explanation of Responses: |
1. Consists of restricted stock units that vest in four equal annual installments on the first four anniversaries of the date of grant and settle in shares of common stock of the Issuer. |
2. Reflects the number of shares of Common Stock that were sold to satisfy tax withholding requirements on vesting of restricted stock units pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's RSU Agreement, and does not represent a discretionary sale by the Reporting Person. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees. |
3. The Reporting Person disclaims beneficial ownership of the shares held directly by his college-aged child, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of the shares held in trust for purposes of Section 16 or for any other purpose. |
4. Shares held by The Kim Family Trust, dated July 30, 2016. |
5. The Stock Appreciation Right vests in four equal annual installments on the first four anniversaries of the date of grant. |
6. Upon exercise, the Stock Appreciation Right will be settled in cash. |
7. Upon exercise, the Stock Appreciation Right will be settled, in the Issuer?s discretion, in Common Stock, cash or such other form permitted by the AssetMark Financial Holdings, Inc. 2019 Equity Incentive Plan. |
Remarks: |
The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees. |
/s/ Celeste Angelich, as Attorney-in-Fact, for Michael Kim | 06/12/2023 | |
** 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. |