0001193125-17-136713.txt : 20170425 0001193125-17-136713.hdr.sgml : 20170425 20170425160503 ACCESSION NUMBER: 0001193125-17-136713 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170425 DATE AS OF CHANGE: 20170425 GROUP MEMBERS: H.C. STUART COCHRAN GROUP MEMBERS: HAMILTON EVANS JAMES GROUP MEMBERS: LEO PRICE BLACKFORD GROUP MEMBERS: NONMARITAL TRUST UNDER ARTICLE 8TH OF THE WILL OF G. MOFFETT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Silvercrest Asset Management Group Inc. CENTRAL INDEX KEY: 0001549966 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 455146560 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87512 FILM NUMBER: 17781145 BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-649-0600 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Marital Trust Under Article 7th of the Will of G. Moffett Cochran CENTRAL INDEX KEY: 0001704515 IRS NUMBER: 387116960 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SILVERCREST STREET 2: 1330 AVENUE OF THE AMERICAS, 38TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-649-0600 MAIL ADDRESS: STREET 1: SILVERCREST STREET 2: 1330 AVENUE OF THE AMERICAS, 38TH FL. CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 d383340dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

 

Silvercrest Asset Management Group Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

828359109

(CUSIP Number)

April 18, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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).

 

 

 

CUSIP No. 828359109

 

  1   

NAMES OF REPORTING PERSONS

 

Marital Trust Under Article 7th of the Will of G. Moffett Cochran

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

985,103

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

985,103

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

985,103

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

CUSIP No. 828359109

 

  1   

NAMES OF REPORTING PERSONS

 

NonMarital Trust Under Article 8th of the Will of G. Moffett Cochran

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

NUMBER OF

SHARES

 BENEFICIALLY 

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

20,000

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

20,000

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

20,000

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.2%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

CUSIP No. 828359109

 

  1   

NAMES OF REPORTING PERSONS

 

H.C. Stuart Cochran

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,005,103

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,005,103

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,005,103

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

CUSIP No. 828359109

 

  1   

NAMES OF REPORTING PERSONS

 

Leo Price Blackford

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,005,103

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,005,103

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,005,103

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

CUSIP No. 828359109

 

  1   

NAMES OF REPORTING PERSONS

 

Hamilton Evans James

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐         (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,005,103

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,005,103

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,005,103

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.4%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

Item 1(a). Name of Issuer:

Silvercrest Asset Management Group Inc. (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

1330 Ave. of the Americas, 38th Floor New York, NY 10019

 

Item 2(a). Names of Persons Filing:

The names of the persons filing this report (collectively, the “Reporting Persons”) are:

Marital Trust Under Article 7th of the Will of G. Moffett Cochran (the “Marital Trust”)

NonMarital Trust Under Article 8th of the Will of G. Moffett Cochran (the “NonMarital Trust”)

H.C. Stuart Cochran (“Mr. Cochran”)

Leo Price Blackford (“Mr. Blackford”)

Hamilton Evans James (“Mr. James”)

 

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:

Marital Trust

c/o Silvercrest Asset Management Group Inc.

1330 Avenue of the Americas, 38th Floor

New York, NY 10019

NonMarital Trust

c/o Silvercrest Asset Management Group Inc.

1330 Avenue of the Americas, 38th Floor

New York, NY 10019

Mr. Cochran

120 Church Street

Staunton, VA 24401

Mr. Blackford

c/o Scott-Macon, Ltd.

800 Third Avenue

New York, NY 10022

Mr. James

c/o Blackstone Group

345 Park Avenue

New York, NY 10154

Item 2(c). Citizenship:

 

Marital Trust    Connecticut
NonMarital Trust    Connecticut
Mr. Cochran    United States of America
Mr. Blackford    United States of America
Mr. James    United States of America

 

Item 2(d). Title of Class of Securities:

Class A common stock, par value $0.01 per share (“Common Stock”).

 

Item 2(e). CUSIP Number:

828359109

 

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:

Not applicable.

 

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 8,074,197 shares of outstanding Common Stock as of March 7, 2017, as reported in the Issuer’s Form 10-K filed on March 9, 2017.

Messrs. Cochran, Blackford and James are Trustees of the NonMarital Trust and the Marital Trust and may be deemed to beneficially own shares of Common Stock beneficially owned by either the Nonmarital Trust or the Marital Trust.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

 

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 not acquired and are not held for the purpose of or with the effect of changing or influencing 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 that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 25, 2017

MARITAL TRUST UNDER ARTICLE 7TH OF THE WILL OF G. MOFFETT COCHRAN

 

By:  

/s/ Hamilton Evans James

  Hamilton Evans James
  Trustee

NONMARITAL TRUST UNDER ARTICLE 8TH OF THE WILL OF G. MOFFETT COCHRAN

 

By:  

/s/ Hamilton Evans James

  Hamilton Evans James
  Trustee

 

/s/ H.C. Stuart Cochran

H.C. STUART COCHRAN

/s/ Leo Price Blackford

LEO PRICE BLACKFORD

/s/ Hamilton Evans James

HAMILTON EVANS JAMES

 

 EX-99.1 2 d383340dex991.htm EXHIBIT 1 Exhibit 1

EXHIBIT 1

AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Date: April 25, 2017

MARITAL TRUST UNDER ARTICLE 7TH OF THE WILL OF G. MOFFETT COCHRAN

 

By:  

/s/ Hamilton Evans James

  Hamilton Evans James
  Trustee

NONMARITAL TRUST UNDER ARTICLE 8TH OF THE WILL OF G. MOFFETT COCHRAN

 

By:  

/s/ Hamilton Evans James

  Hamilton Evans James
  Trustee

 

/s/ H.C. Stuart Cochran

H.C. STUART COCHRAN

/s/ Leo Price Blackford

LEO PRICE BLACKFORD

/s/ Hamilton Evans James

HAMILTON EVANS JAMES