According to a newly-amended 13D filing with the Securities and Exchange Commission, Nathaniel August‘s Mangrove Partners has decreased its stake in Fifth Street Asset Management Inc. (NASDAQ:FSAM) to 20,000 Class A Common Shares, which amass less than 1% of the company’s outstanding stock. Previously, Mangrove Partners’ stake consisted of 460,408 Class A Common Shares, which accounted for 7.9% of the shares outstanding, as per its previous 13D filing on the company on August 27, which itself was down from a stake of 696,738 shares held as of June 30 according to its latest 13F filing.
Fifth Street Asset Management is a credit-focused asset manager that offers professional asset management services to its investment funds. Since the beginning of the year, the company’s stock has gained 87.73%. In its financial report for the second quarter of 2016, Fifth Street Asset Management (NASDAQ:FSAM) reported adjusted pro forma earnings per share of $0.20, and revenue of $23.2 million, easily topping analysts’ estimates of $0.11 in EPS and revenue of $19.9 million. Recently, Credit Suisse Group AG reiterated its ‘Neutral’ rating on Fifth Street Asset Management’s stock, while Deutsche Bank AG boosted its price target on it to $6.25 from $5.00, and has a ‘Buy’ rating on it.
According to Insider Monkey’s database, the number of hedge funds with long positions in Fifth Street Asset Management (NASDAQ:FSAM) was unchanged during the second quarter, as three investors remained bullish on the stock as of June 30. In addition to Mangrove’s stake, Brian Gaines’ Springhouse Capital Management held a position worth around $2.33 million at the end of June, while Jim Simons’ Renaissance Technologies held a position valued at $284,000.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Mangrove Partners Master Fund, Ltd | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
| The Mangrove Partners Fund | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
| The Mangrove Partners Fund (Cayman), Ltd | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
| Mangrove Partners | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
| Mangrove Capital | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
| Nathaniel August | 0 | 20,000 | 0 | 20,000 | 20,000 | Less than 1% |
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Page 1 of 10 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D – 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)*
Fifth Street Asset Management Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value
(Title of Class of Securities)
31679P109
(CUSIP Number)
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 29, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 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).
Page 2 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Mangrove Partners Master Fund, Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| WC | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| OO | |
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Page 3 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Mangrove Partners Fund, L.P. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| PN | |
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Page 4 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| The Mangrove Partners Fund (Cayman), Ltd. | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| OO | |
.
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Page 5 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Mangrove Partners | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| OO | |
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Page 6 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Mangrove Capital | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| OO | |
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Page 7 of 10 – SEC Filing
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Nathaniel August | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) [X] | |
| (b) [ ] | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS |
| AF | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | |
| 7. | SOLE VOTING POWER |
| 0 | |
| 8. | SHARED VOTING POWER |
| 20,000 | |
| 9. | SOLE DISPOSITIVE POWER |
| 0 | |
| 10. | SHARED DISPOSITIVE POWER |
| 20,000 | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 20,000 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| Less than 1% | |
| 14. | TYPE OF REPORTING PERSON |
| IN | |
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Page 8 of 10 – SEC Filing
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
A total of approximately $49,250 was paid to acquire the securities reported as beneficially owned by the Master Fund. The funds used to purchase these securities were obtained from the general working capital of the Master Fund, including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 5,842,315 Shares outstanding, which is the total number of Shares outstanding as of August 15, 2016 as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission on August 15, 2016.
As of the close of business on August 26, 2016, the Master Fund owned directly 20,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in further detail in Item 2, each of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned directly by the Master Fund.
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
Item 5(c) is hereby amended to add the following:
(c) Schedule B annexed hereto lists transactions in securities of the Issuer since the filing of Amendment No. 1 to the Schedule 13D. All of such transactions were effected in the open market.
Item 5(e) is hereby amended and restated to read as follows:
(e) Effective August 29, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares outstanding.
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Page 9 of 10 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
| Dated: | August 31, 2016 |
| THE MANGROVE PARTNERS MASTER FUND, LTD. | |||
| By: | MANGROVE PARTNERS, as Investment Manager | ||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| THE MANGROVE PARTNERS FUND, L.P. | |||
| By: | MANGROVE CAPITAL, as General Partner | ||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| THE MANGROVE PARTNERS FUND (CAYMAN), LTD. | |||
| By: | MANGROVE PARTNERS, as Investment Manager | ||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| MANGROVE PARTNERS | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| MANGROVE CAPITAL | |||
| By: | /s/ Nathaniel August | ||
| Name: | Nathaniel August | ||
| Title: | Director | ||
| /s/ Nathaniel August | |
| NATHANIEL AUGUST |
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Page 10 of 10 – SEC Filing
SCHEDULE B
Transactions of the Reporting Persons Since the Filing of Amendment No. 1 to the Schedule 13D
| Date of Sale | Shares of Common Stock (Sold) | Price Per Share ($) |
| The Mangrove Partners Master Fund, Ltd. | ||
| 08/29/16 | (25,000) | 5.1500 |
| 08/29/16 | (171,531) | 5.1149 |
| 08/29/16 | (82,269) | 5.1149 |
| 08/29/16 | (73,059) | 5.0984 |
| 08/29/16 | (34,028) | 5.0984 |
| 08/30/16 | (48,873) | 5.2842 |
| 08/30/16 | (5,648) | 5.2842 |
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