0001214659-15-001372.txt : 20150218 0001214659-15-001372.hdr.sgml : 20150216 20150217080710 ACCESSION NUMBER: 0001214659-15-001372 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 GROUP MEMBERS: BOATHOUSE ROW I L.P. GROUP MEMBERS: BOATHOUSE ROW II L.P. GROUP MEMBERS: BOATHOUSE ROW OFFSHORE LTD. GROUP MEMBERS: JORDAN HYMOWITZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDLEY MANAGEMENT INC. CENTRAL INDEX KEY: 0001611110 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88348 FILM NUMBER: 15617989 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127590777 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Philadelphia Financial Management of San Francisco, LLC CENTRAL INDEX KEY: 0001351407 IRS NUMBER: 200912242 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 SANSOME STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.352.4460 MAIL ADDRESS: STREET 1: 450 SANSOME STREET STREET 2: SUITE 1500 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 a26150sc13g.htm a26150sc13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
Medley Management Inc.
(Name of Issuer)
 
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
 
 
58503T106
 
 
 
(CUSIP Number)
 
 
December 31, 2014
(Date of Event Which Requires Filing of This Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
  x
Rule 13d-1(b)
     
  o
Rule 13d-1(c)
     
  o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Continued on the following pages
Page  of 12 pages
Exhibit Index:  Page 12



 
Page 1 of 12 pages

 
 
CUSIP No.  58503T106
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Philadelphia Financial Management of San Francisco, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
381,730
 
 
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
381,730
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,730
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%
12
TYPE OF REPORTING PERSON (see instructions)
 
IA

 
Page 2 of 12 pages

 
 
CUSIP No.  58503T106
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row I, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
151,416
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
151,416
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,416
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.5%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN

 
Page 3 of 12 pages

 
 
CUSIP No.  58503T106
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
47,736
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
47,736
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,736
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%
12
TYPE OF REPORTING PERSON (see instructions)
 
PN

 
Page 4 of 12 pages

 
 
CUSIP No.  58503T106
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Boathouse Row Offshore Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
182,578
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
182,578
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,578
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
3.0%
12
TYPE OF REPORTING PERSON (see instructions)
 
CO

 
Page 5 of 12 pages

 

CUSIP No.  58503T106
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jordan Hymowitz
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
 
(a)o
(b)o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
US Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
381,730
 
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
381,730
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
381,730
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.4%
12
TYPE OF REPORTING PERSON (see instructions)
 
 IN

 
Page 6 of 12 pages

 
 
Item 1(a).
Name of Issuer:
 
Medley Management Inc (the “Issuer”)
 
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
375 Park Avenue
33rd Floor
New York, NY 10152
 
 
Item 2(a).
Name of Person Filing:
 
This Schedule 13G is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
Philadelphia Financial Management of San Francisco, LLC
Boathouse Row I, L.P.
Boathouse Row II, L.P.
Boathouse Row Offshore Ltd.
Jordan Hymowitz
 
This Schedule 13G relates to the shares of common stock of the Issuer (the “Shares”) held for the accounts of Boathouse Row I, L.P. (“BRI”), Boathouse Row II, L.P. (“BRII”), and Boathouse Row Offshore Ltd. (“BRO”).  Philadelphia Financial Management of San Francisco, LLC (“PFM”) is the investment advisor of BRO and the general partner of BRI and BRII and therefore retains voting control and dispositive power of the shares owned by each.  Jordan Hymowitz is the Managing Member of Philadelphia Financial Management of San Francisco LLC and its majority owner.
 
 
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
The address of the principal business office of each of the Reporting Persons  is:
c/o Philadelphia Financial Management of San Francisco, LLC
 
450 Sansome Street, Suite 1500
San Francisco, CA 94111
 
 
Item 2(c).
Citizenship:
 
Philadelphia Financial Management of San Francisco, LLC – California, United States
Boathouse Row I, L.P. – Delaware, United States
Boathouse Row II, L.P. – Delaware, United States
Boathouse Row Offshore Ltd. – Cayman Islands
Jordan Hymowitz-California, United States
 
Item 2(d).
Title of Class of Securities:
 
Class A Common Stock (the “Shares”)
 
 
Item 2(e).
CUSIP Number:
58503T106
 

 
Page 7 of 12 pages

 
 
Item 3.
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
o
Broker or dealer registered under Section 15 of the Act;
(b)
o
Bank as defined in Section 3(a)(6) of the Act;
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act;
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)
x
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)
x
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)
o
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)
o
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:      
 
 
Item 4. Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount Beneficially Owned:
 
As of December 31, 2014, each of the Reporting Persons may be deemed the beneficial owner of 381,730 Shares representing 6.4% of the Shares outstanding as of November 12, 2014.  151,416 Shares are held for the account of BRI representing 2.5% of the Shares outstanding as of November 12, 2014.  47,736 Shares are held for the account of BRII representing less than 1% of the Shares outstanding as of November 12, 2014.  182,578 Shares are held for the account of BRO representing 3.0% of the Shares outstanding as of November 12, 2014.
 
 
 
(b)
Percent of Class:
 
6.4% (based on 6,000,000 shares outstanding as of November 12, 2014, as reported by the Issuer in its quarterly report on Form 10-Q filed December 12, 2014)
 
 
 
(c)
Number of shares as to which such person has:
 
 
 
 
(i)
sole power to vote or to direct the vote:
 
0
 
 
 
(ii)
shared power to vote or to direct the vote:
 
381,730
 
 
 
(iii)
sole power to dispose or to direct the disposition of:
 
0
 
 
 
(iv)
shared power to dispose or to direct the disposition of:
 
381,730
 
 
Page 8 of 12 pages

 

Item 5.
Ownership of Five Percent or Less of a Class.
 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
See disclosure in Items 2 and 4 hereof.
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
See disclosure in Item 2 hereof.
 
 
Item 8.
Identification and Classification of Members of the Group.
 
 
 
Not applicable.
 
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable.
 
 
Item 10.
Certification.
 
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.
 
 
 
Page 9 of 12 pages

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated:  February 17, 2015
 

 
PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
BOATHOUSE ROW I, L.P.  
     
     
     
By: 
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
BOATHOUSE ROW II, L.P.  
     
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
     
BOATHOUSE ROW OFFSHORE FUND LTD.  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
JORDAN HYMOWITZ  
     
     
     
By: 
/s/Jordan Hymowitz
 
 
 
Page 10 of 12 pages

 
 
EXHIBIT INDEX

EX.
Page No.
A           Joint Filing Agreement 12 
 
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Medley Management Inc. dated as of February 17, 2015 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
Dated:  February 17, 2015
 
PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC  
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
BOATHOUSE ROW I, L.P.  
     
     
     
By: 
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
BOATHOUSE ROW II, L.P.  
     
     
     
     
By:
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
BOATHOUSE ROW OFFSHORE FUND LTD.  
     
     
     
By:  
/s/Rachael Clarke
 
 
Rachael Clarke, Authorized Signatory
 
     
     
     
JORDAN HYMOWITZ  
     
     
     
By:  
/s/Jordan Hymowitz
 
 
Page 12 of 12 pages