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): July 7, 2021

MEDLEY LLC

(Exact name of registrant as specified in its charter)

Delaware

001-37857

27-2437343

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

100 Park Avenue

New York, New York 10017

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 759-0777

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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

6.875% Notes due 2026

7.25% Notes due 2024

MDLX

MDLQ

New York Stock Exchange

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 ☐

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 7, 2021, Medley LLC received notification from the staff of NYSE Regulation, Inc. (“NYSE Regulation”) that it has determined to commence proceedings to delist Medley LLC’s 6.875% senior notes due 2026 (the “2026 Notes”) and Medley LLC’s 7.25% senior notes due 2024 (the “2024 Notes”). NYSE Regulation determined that Medley LLC was no longer suitable for listing pursuant to Listed Company Manual Section 802.01D in light of the uncertainty as to the ultimate effect of Medley LLC’s bankruptcy reorganization process on the value of the 2026 Notes and the 2024 Notes. Additionally, NYSE Regulation noted that, pursuant to the Chapter 11 Plan of Reorganization and Wind-Down filed by Medley LLC on July 6, 2021, Medley Management Inc., as the majority member of Medley LLC, will receive no recovery on its majority ownership interest in Medley LLC and it is unclear what, if any, recovery will apply to Medley LLC’s securities.

Under the NYSE delisting procedures, Medley LLC has a right to request a review of this determination by a Committee of the Board of Directors of the New York Stock Exchange, provided a written request for such review is filed by July 21, 2021, ten business days after receiving the delisting notice. Medley LLC is continuing to evaluate whether to appeal the NYSE Regulation determination.

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.

MEDLEY LLC
By:	/s/ Richard T. Allorto, Jr.
	Name:	Richard T. Allorto, Jr.
	Title:	Chief Financial Officer

Date: July 13, 2021

Medley LLC 8-K