Filing Details

Accession Number:
0001140361-13-027217
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-07-02 18:14:01
Reporting Period:
2013-07-02
Filing Date:
2013-07-02
Accepted Time:
2013-07-02 18:14:01
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1549966 Silvercrest Asset Management Group Inc. SAMG Investment Advice (6282) 455146560
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1560881 Moffett George Cochran C/O Silvercrest Asset Management Group I
1330 Avenue Of The Americas, 38Th Floor
New York NY 10019
Chairman And Ceo Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock, Par Value $0.01 Disposition 2013-07-02 206,295 $0.01 1,856,844 No 4 S Direct
Class A Common Stock, Par Value $0.01 Acquisiton 2013-07-02 4,545 $11.00 4,545 No 4 P Indirect By wife
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 P Indirect By wife
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock, Par Value $0.01 Class B Units Disposition 2013-07-02 206,295 $0.00 206,295 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,856,844 No 4 S Direct
Footnotes
  1. Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by Silvercrest Asset Management Group Inc. (the "Corporation") to holders of its capital stock (except for the right to receive the Corporation's liquidation or dissolution).
  2. Each share of Class B common stock entitles the holder to one (1) vote per share on all matters submitted to a vote of the Corporation's common stockholders. Shares of Class B common stock are not transferable unless transferred concurrently with the corresponding Class B unit and with the consent of the Corporation and Silvercrest L.P. The Corporation purchased the Class B common stock in connection with its purchase of a corresponding number of Class B Units of Silvercrest L.P. for an aggregate of approximately $2.1 million.
  3. This amount does not include the 143,083 shares of Class B common stock owned by the Moffett Cochran GRAT 2010 of which Mr. Cochran is the trustee.
  4. Pursuant to the second amendment and restatement of Silvercrest L.P.'s limited partnership agreement, dated as of November 13, 2012 (the "Amended LPA") and effective as of June 26, 2013, among the Corporation, as the general partner post-reorganization of Silvercrest L.P., Silvercrest GP LLC, as the general partner pre-reorganization of Silvercrest L.P. and the holder of certain units of Silvercrest L.P. and the holders of such reclassified units of Silvercrest L.P., each Class B unit is exchangeable for a share of Class A common stock of the Corporation, subject to the timing and volume limitations set forth in the Amended LPA.
  5. Pursuant to the Amended LPA and an exchange agreement entered into among the Corporation and holders of Class B units (the "Exchange Agreement"), no Class B units may be exchanged for Class A common stock prior to January 2, 2014, unless the employment of a holder of Class B units is terminated, at which time, other than in the case of retirement or a termination for cause, all Class B units automatically are exchanged for shares of Class A common stock.
  6. 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.
  7. On or after January 2, 2014, holders of Class B units will be 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 by submitting a request to the Executive Committee of Silvercrest L.P. to sell a specified number of shares, subject to the sole discretion of the Executive Committee.