UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~December 2511, 2017 (~~October~~December 238, 2017)

Fifth Street Asset Management Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36701

46-5610118

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

777 West Putnam Avenue, 3rd Floor, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (203) 681-3600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company xý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. xý

Item 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement

OnUpon ~~October~~filing ~~25,~~of ~~2017~~the Certificate of Dissolution (the “Certificate of Dissolution”) with the Secretary of State of the State of Delaware described below, Fifth Street Asset Management Inc. (the “~~FSAM~~Company”) ~~notified~~ adopted the ~~Nasdaq~~previously ~~Global~~disclosed ~~Select~~Plan ~~Market~~of Liquidation of the Company (the “~~Nasdaq~~Plan of Liquidation”), which is effective as of ~~its~~December ~~intent~~11, to2017. ~~file~~The aPlan ~~Form~~of 25Liquidation ~~with~~provides that the ~~Securities~~Company ~~and~~will cease further business activities ~~Exchange~~except ~~Commission~~to (the ~~“SEC”)~~extent onand orfor ~~about~~the ~~November~~period 6,described ~~2017~~below. inThe ~~order~~Plan toof ~~voluntarily~~Liquidation ~~withdraw~~provides ~~its~~that, ~~Class~~among Aother ~~common stock~~actions, ~~par~~the ~~value~~following steps ~~$0.01~~will ~~per~~be ~~share~~completed (at such times as the ~~“Class~~Board Aof ~~Common~~Directors ~~Stock”),~~or ~~from~~the ~~listing~~officers ~~and~~of ~~registration~~the onCompany ~~Nasdaq.~~implementing ~~The~~the Plan of Liquidation, ~~Class~~in Atheir ~~Common~~discretion ~~Stock~~and ~~currently~~in ~~trades~~accordance onwith ~~Nasdaq~~the ~~under~~General Corporation Law of the ~~symbol~~State of Delaware (the “~~FSAM.~~DGCL”), deem necessary, appropriate or advisable in the best interests of the Company and its stockholders:

~~FSAM~~- ~~also~~Pay ~~announced~~or ~~that~~make itprovision isfor ~~currently taking~~ the ~~steps~~payment ~~necessary so~~of ~~that~~liabilities ~~its~~and ~~Class~~outstanding Aobligations ~~Common~~of ~~Stock~~the ~~may~~Company beprior ~~quoted~~to ~~for~~the ~~trading~~date inof the ~~OTCQX~~Plan USof ~~Market,~~Liquidation ~~operated~~or byto ~~OTC~~be ~~Markets,~~incurred ~~Inc.~~after such date, ~~under~~including expenses associated with the ~~trading symbol~~liquidation ~~“FSAM”~~and ~~following~~winding up of the ~~Nasdaq~~Company’s ~~delisting.~~affairs;

~~Item~~- ~~5.02.~~If ~~Departure~~deemed necessary or appropriate by the Board of Directors of the Company, in its absolute discretion, establish and set aside a contingency reserve to satisfy claims against and any unmatured or ~~Certain~~contingent ~~Officers;~~liabilities ~~Election~~of the Company and expenses of ~~Directors;~~the ~~Appointment~~sale of ~~Certain~~the ~~Officers;~~Company’s ~~Compensatory~~property ~~Arrangements~~and ofassets ~~Certain~~and ~~Officers~~the liquidation and dissolution provided for in the Plan of Liquidation;

~~(e)~~- ~~The~~Payment ~~compensation~~of ~~committee~~liquidating ~~and~~distributions ~~the~~to ~~board~~stockholders of ~~directors~~record of ~~FSAM~~ ~~approved an annual base salary for Mr. Leonard M. Tannenbaum,~~ the ~~chief~~Company ~~executive officer and chairman of FSAM, of $500,000, effective~~ as ofdetermined ~~November~~by ~~1, 2017, with~~ the ~~intention~~Board ~~that Mr. Tannenbaum would not receive a bonus for the 2018 fiscal year or thereafter. The board~~ of ~~directors~~Directors ~~of FSAM also approved accelerated vesting, effective as of October 26, 2017, of 243,979 restricted stock units (“RSUs”) granted to Mr. Tannenbaum and 70,951 RSUs granted to Mr. Bernard D. Berman,~~ the President and Chief Compliance Officer of FSAM, which grants were made in October 2014 in connection with FSAM’s initial public offering. Upon such vesting, one share of Class A Common Stock will be issuable for each RSU and will be issued by FSAM within 60 days of such vesting.Company;

~~Item~~- ~~8.01.~~Distribution ~~Other~~to ~~Events~~stockholders of the Company, or the transfer to one or more liquidating trustees for the benefit of stockholders of the Company under a liquidating trust, of the remaining assets of the Company after payment or provision for payment of claims against and obligations of the Company; and

On- ~~October~~The ~~25,~~taking ~~2017, FSAM issued a press release announcing that its Board~~ of ~~Directors~~any ~~has determined that it is advisable~~ and inall ~~the~~other ~~best~~actions ~~interest~~permitted ofor ~~FSAM~~required and its stockholders to dissolve FSAM and wind up its affairs in accordance with the requirements of the General Corporation Law of the State of Delaware and the Internal Revenue Code of 1986, as amended. FSAM currently expects that a preliminary information statement will be filed with the SEC in October 2017 regarding action by ~~written consent of~~ the ~~stockholders~~DGCL ~~of FSAM to approve the dissolution~~ and ~~winding up of FSAM. If the proposed dissolution is approved, FSAM intends to distribute to its stockholders all available cash, if~~ any, other ~~than~~ ~~as may be required to pay expenses and pay or make reasonable provision for known and potential claims and obligations of FSAM, as required by~~ applicable ~~law.~~laws ~~If approved by FSAM’s stockholders, FSAM intends to file a certificate of dissolution, pay, satisfy, resolve or make reasonable provisions for claims~~ and ~~obligations as well as anticipated costs associated with the dissolution and liquidation as soon as reasonable, practicable and financially prudent~~regulations.

~~FSAM~~The ~~also~~Board ~~announced~~of onDirectors ~~October~~of ~~25,~~the ~~2017~~Company ~~that~~may, itto ~~had~~the ~~declared~~full extent apermitted ~~contingent~~by ~~distribution~~law, amend the Plan of ~~$2.75~~Liquidation ~~per~~without ~~share~~any ~~payable~~further onstockholder ~~December~~approval ~~26,~~if ~~2017~~it todetermines that such amendment is in the ~~stockholders~~best interest of ~~record~~stockholders of ~~its~~the ~~Class~~Company. AThe ~~Common~~Board ~~Stock as~~ of ~~December~~Directors ~~15,~~of ~~2017,~~the ~~which~~Company ~~distribution~~may isnot ~~contingent~~amend ~~upon~~or ~~FSAM~~modify ~~filing~~the aPlan ~~certificate~~ of Liquidation ~~dissolution~~under ~~with~~circumstances ~~the~~that ~~Secretary~~would ofrequire ~~State of~~additional ~~the~~stockholder ~~State~~approval ofunder ~~Delaware~~the onDGCL or ~~prior~~federal tosecurities ~~December~~laws ~~11,~~without complying ~~2017~~with such requirements.

InThe ~~addition,~~foregoing ~~FSAM~~descriptions ~~currently~~of ~~intends~~the toPlan ~~file~~of ~~with~~Liquidation ~~the~~is ~~SEC early~~limited inand ~~the~~qualified ~~2018~~in ~~calendar~~its ~~year~~entirety aby ~~Certification~~reference onto ~~Form 15 under~~ the ~~Securities~~full ~~Exchange~~text ~~Act~~ of ~~1934,~~the asPlan ~~amended~~of ~~(the “Exchange Act”)~~Liquidation, ~~requesting~~a ~~the~~copy ~~suspension~~ of ~~FSAM’s~~which ~~reporting~~is ~~obligations~~attached ~~under~~hereto ~~Sections~~as 13Exhibit 10.1, and ~~15(d)~~which ofis ~~the~~incorporated ~~Exchange~~herein ~~Act~~by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 8, 2017, following effectiveness of the written consent (the “Written Consent”) in lieu of a meeting of stockholders of the Company approving (1) the voluntary dissolution and liquidation of the Company and (2) an amendment to the Second Amended and Restated Certificate of Incorporation of the Company in order to reduce the authorized capital stock of the Company (the “Amendment”), the Company filed the Amendment with the Secretary of State of the State of Delaware, following which the capitalization of the Company is 60,000,000 shares of Class A common stock, par value $0.01 per share, 32,000,000 shares of Class B common stock, par value $0.01 per share, and 1,000 shares of preferred stock, par value $0.01 per share.

On December 11, 2017, following effectiveness of the Written Consent, the Company filed the Certificate of Dissolution with the Secretary of State of the State of Delaware dissolving the Company. Pursuant to the DGCL, the Company continues to exist for three years after filing of the Certificate of Dissolution or for such longer period as the Delaware Court of Chancery shall direct, or as may be required to resolve any pending litigation matters, for the purpose of prosecuting and defending suits against the Company and enabling the Company to gradually to close its business, dispose of its property, discharge its liabilities and to distribute to its stockholders any remaining assets. During such period, the Company cannot continue the business for which it was organized.

The foregoing descriptions of the Amendment and the Certificate of Dissolution are limited and qualified in their entirety by reference to the full text of the Amendment and the Certificate of Dissolution, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and which are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Press release issued by Fifth Street Asset Management Inc. dated October 25, 2017.
99.2	Press release issued by Fifth Street Asset Management Inc. dated October 25, 2017.

3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Fifth Street Asset Management Inc., dated December 8, 2017.

~~Cautionary~~3.2 ~~Note~~Certificate ~~Regarding Forward-Looking~~of ~~Statements~~Dissolution of Fifth Street Asset Management Inc., dated December 11, 2017.

Some of the statements in this material may include forward-looking statements that reflect current views with respect to future events, and FSAM may make related oral, forward-looking statements on or following the date hereof10. ~~Statements~~1 ~~that~~Plan ~~include the words “should,” “would,” “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements~~ of aLiquidation ~~future or forward-looking nature identify forward-looking statements in this material or similar oral statements for purposes~~ of ~~the~~ ~~U.S.~~Fifth ~~federal~~Street ~~securities~~Asset ~~laws~~Management ~~or otherwise~~Inc. Such statements are “forward looking” statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Because forward-looking statements include risks and uncertainties, ~~actual~~dated ~~results~~December ~~may differ materially from those expressed or implied and include~~11, but are not limited to, those discussed in filings with the SEC, The forward-looking statements in this material represent FSAM’s views as of the date of this material. FSAM anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it has no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing FSAM’s views as of any date subsequent to the date of this material.2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH STREET ASSET MANAGEMENT INC.
Date: October 25, 2017	By:	/s/ Bernard D. Berman
Date: December 11, 2017	By:	/s/ Bernard D. Berman
		Name: Bernard D. Berman Title: President
		Name: Bernard D. Berman
		Title: President

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