4//SEC Filing
MESSINA AL 4
Accession 0001012975-18-000972
CIK 0001549966other
Filed
Aug 8, 8:00 PM ET
Accepted
Aug 9, 5:25 PM ET
Size
19.5 KB
Accession
0001012975-18-000972
Insider Transaction Report
Form 4
MESSINA AL
Other
Transactions
- Other
Class B common stock, par value $0.01
2018-08-07−6,840→ 205,478 total - Sale
Class A common stock, par value $0.01
2018-08-07$16.88/sh−6,840$115,487→ 0 total - Conversion
Class A common stock, par value $0.01
2018-08-08+3,160→ 3,160 total - Sale
Class A common stock, par value $0.01
2018-08-08$16.73/sh−3,160$52,880→ 0 total - Conversion
Class B Units
2018-08-08+3,160→ 202,318 total→ Class A common stock, par value $0.01 (3,160 underlying) - Conversion
Class A common stock, par value $0.01
2018-08-07+6,840→ 6,840 total - Other
Class B common stock, par value $0.01
2018-08-08−3,160→ 202,318 total - Conversion
Class B Units
2018-08-07+6,840→ 205,478 total→ Class A common stock, par value $0.01 (6,840 underlying)
Footnotes (8)
- [F1]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 Silvercrest Asset Management Group Inc. (the "Corporation") 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.
- [F2]Represents the conversion by Mr. Messina of Class B units to Class A common stock pursuant to the exchange agreement entered into among the Corporation and holders of Class B units (the "Exchange Agreement").
- [F3]This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2018.
- [F4]The transaction was executed in multiple trades at prices ranging from $16.85 to $17.00. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
- [F5]The transaction was executed in multiple trades at prices ranging from $16.70 to $16.75. The price above reflects the weighted average price. Detailed information regarding the number of shares transacted at each separate price will be provided upon request by the Commission staff, the Issuer or a security holder of the Issuer.
- [F6]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.
- [F7]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 8 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
- [F8]On or after January 2, 2014, holders of Class B units became 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.
Documents
Issuer
Silvercrest Asset Management Group Inc.
CIK 0001549966
Entity typeother
Related Parties
1- filerCIK 0001579162
Filing Metadata
- Form type
- 4
- Filed
- Aug 8, 8:00 PM ET
- Accepted
- Aug 9, 5:25 PM ET
- Size
- 19.5 KB