SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
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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*
HNA Capital (U.S.) Holding LLC

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OM Asset Management plc [ OMAM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Ordinary Shares, nominal value $0.001 11/10/2017 P 15,960,553 A $15.75 27,375,229 I(1) See Explanation(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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*
HNA Capital (U.S.) Holding LLC

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Capital Group Co., Ltd.

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Capital (Hong Kong) Holding Co., Ltd.

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Aleron Investments, Ltd.

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Group Co., Ltd.

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HNA Eagle Holdco LLC

(Last) (First) (Middle)
245 PARK AVENUE, 40TH FLOOR

(Street)
NEW YORK NY 10167

(City) (State) (Zip)
Explanation of Responses:
1. Reflects 27,375,229 shares of ordinary stock directly owned by HNA Eagle Holdco LLC ("HNA Eagle") and indirectly owned by HNA Group Co., Ltd. ("HNA Group"), HNA Capital Group Co., Ltd. ("HNA Parent"), HNA Capital (Hong Kong) Holding Co., Ltd. ("HNA HK"), Aleron Investments, Ltd. ("Aleron") and HNA Capital (U.S.) Holding LLC ("HNA Capital"). HNA Eagle is a wholly-owned subsidiary of HNA Capital. HNA Capital is a wholly-owned subsidiary of Aleron. Aleron is a wholly-owned subsidiary of HNA HK. HNA HK is a wholly-owned subsidiary of HNA Parent. HNA Parent is a wholly-owned subsidiary of HNA Group.
By: HNA CAPITAL (U.S.) HOLDING LLC by by /s/ Guang Yang, Chief Executive Officer 11/14/2017
By: HNA GROUP CO., LTD. by /s/ Guang Yang, Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory) 11/14/2017
By: HNA CAPITAL GROUP CO., LTD. by /s/ Guang Yang, Chief Executive Officer, HNA Capital (U.S.) Holding LLC (Authorized Signatory) 11/14/2017
By: HNA CAPITAL (HONG KONG) HOLDING CO., LTD. by /s/ Guang Yang, Chief Executive Officer, HNA Capital (U.S.) Holding (Authorized Signatory) 11/14/2017
By: ALERON INVESTMENTS, LTD. by /s/ Guang Yang, Chief Executive Officer, HNA Capital (U.S.) Holding (Authorized Signatory) 11/14/2017
By: HNA EAGLE HOLDCO LLC by /s/ Guang Yang, Chief Executive Officer 11/14/2017
** 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).
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