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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B units (4) (5) (6) | (4) | 08/06/2015 | A(1) | 48,669 | (5)(6) | (5)(6) | Class A Common Stock, par value $0.01 | 48,669 | $ 0 | 115,299 (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GERARD SCOTT A C/O SILVERCREST ASSET MANAGEMENT GROUP 1330 AVE. OF THE AMERICAS, 38TH FLOOR NEW YORK, NY 10019 |
Chief Financial Officer | |||
| /s/ Lily C. Desmond - Attorney-in-Fact | 08/09/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Represents a grant of restricted stock units ("RSUs"). Each RSU represents the right to receive a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B common stock of Silvercrest Asset Management Group Inc. (the "Company"). The Class B Units are exchangeable on a one-for-one basis for Class A common stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2014. Class B common stock corresponding to the Class B Units are automatically cancelled upon such conversion. Twenty-five percent of the restricted stock units granted vest and settle on each of the first, second, third and fourth anniversaries of August 6, 2015, the grant date. |
| (2) | When the holder of a Class B Unit exchanges or forfeits such Class B Unit pursuant to the terms of the amended and restated certificate of incorporation of the Company and the second amended and restated limited partnership agreement of Silvercrest L.P. (the "Amended LPA"), each corresponding share of Class B common stock is redeemed for its par value and cancelled by the Company. |
| (3) | Holdings reflect not only the grant of the RSUs, including unvested units, but transactions subsequent to such grant and prior to the filing of this amendment, each of which has been previously reported on Form 4. |
| (4) | Each Class B Unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA. |
| (5) | Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on January 2, 2014, the holder and his permitted transferees may collectively exchange for shares of Class A common stock up to the number of vested Class B units that equals 20% of all Class B units such holder and his or her permitted transferees collectively hold as of the first day of that year, in accordance with the timing restrictions described in footnote 6 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013. |
| (6) | Holders of Class B units are permitted to sell shares of Class A common stock issued upon exchange of Class B units during the first 10-day period of the open trading window of each quarter. |
| Remarks: The RSUs reflected on this amendment represent the right to receive Class B Units of Silvercrest L.P. paired with a share of Class B common stock of the Company on a one-for-one basis upon vesting. This Form 4 is being amended to report the grant of the RSUs on an as-vested basis. | |