X0306 4 2015-11-12 0 0001642122 Associated Capital Group, Inc. NONE 0001185533 GABELLI MARIO J C/O GAMCO INVESTORS, INC. ONE CORPORATE CENTER RYE NY 10580 1 1 1 0 Chairman & CEO 0001060349 GAMCO INVESTORS, INC. ET AL C/O GAMCO INVESTORS, INC. ONE CORPORATE CENTER RYE NY 10580 0 0 1 0 Class A Common Stock 2015-11-12 4 J 0 6247452 0.00 D 10000 I See Footnote Class B Common Stock 2015-11-12 4 J 0 19196792 0.00 D Class A Common Stock 19196792 18767036 I See Footnote GAMCO Investors, Inc. ("GAMCO") expects to consummate the spin-off of the Issuer on November 30, 2015 to the holders of record of its Class A Common Stock and Class B Common Stock (the "Spin-Off") as of 5:00 pm New York City time on November 12, 2015 (the "Record Date"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), GAMCO's distribution of the Issuer's Class A Common Stock and Class B Common Stock is deemed to occur on the Record Date. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation to be filed with the Secretary of the State of Delaware prior to the Spin-Off, the 100 outstanding shares of the Issuer's common stock held by GAMCO will be automatically reclassified into an aggregate of 6,247,452 shares of the Issuer's Class A Common Stock (the "Class A Spin-Off Shares") and 19,196,792 shares of the Issuer's Class B Common Stock (the "Class B Spin-Off Shares" and, together with the Class A Spin-Off Shares, the "Spin-Off Shares"). This reclassification will be exempt pursuant to Rule 16a-9 under the Exchange Act. On November 30, 2015, GAMCO will distribute the Spin-Off Shares by way of a pro rata dividend to GAMCO's stockholders (the "Distribution"). Immediately prior to the Distribution, the Spin-Off Shares will be held directly by GAMCO. After the Distribution, GAMCO will no longer beneficially own any shares of the Issuer and consequently will no longer be subject to the requirements of Section 16 of the Exchange Act with respect to the Issuer. Mario J. Gabelli is the Chairman and CEO of GAMCO and controls a majority of GAMCO's voting power through his direct ownership of GAMCO common stock and his position as CEO, a Director and the controlling shareholder of GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of the GAMCO's voting power. As a result of the Distribution, Mario J. Gabelli will beneficially own 10,000 shares of the Issuer's Class A Common Stock through GGCP, Inc., 18,423,741 shares of the Issuer's Class B Common Stock through GGCP Holdings, LLC and 343,295 shares of the Issuer's Class B Common Stock directly. The Class B Common Stock of the Issuer is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of the Issuer and has no expiration date. /s/ Douglas R. Jamieson, Attorney-in-Fact for Mario J. Gabelli 2015-11-16 /s/ Douglas R. Jamieson, President and COO of GAMCO Investors, Inc. 2015-11-16