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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Units (2) (3) | $ 0.01 | 02/28/2015 | J(2)(3) | 11,246 (2) (3) | (2)(3) | (2)(3) | Class A Common Stock, par value $0.01 | 11,246 (2) | (2) (3) | 11,246 | D | ||||
Class B Units (2) (3) | $ 0.01 | 02/28/2015 | J(2)(3) | 11,246 (2) (3) | (2)(3) | (2)(3) | Class A Common Stock, par value $0.01 | 11,246 (2) | (2) (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ESTATE OF G. MOFFETT COCHRAN C/O THE BLACKSTONE GROUP L.P., H E JAMES 345 PARK AVENUE NEW YORK, NY 10154 |
X |
/s/ Hamilton E. James | 03/02/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each Class B Unit of Silvercrest L.P. is paired with a share of Class B Common Sock. Whenever a Class B Unit is exchanged for a share of Class A Common Stock, a share of Class B Common Stock is fofeited and redeemed by the Corporation for its par value. |
(2) | 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., the holders of certain units of Silvercrest L.P. and the holders of such reclassified units of Silvercrest L.P., all Class B Units held by a holder are automatically converted into Class A Common Stock upon the death of the holder. Mr. Cochran passed away on November 18, 2013. |
(3) | Represents Class B units issued to the holder upon the vesting of performance units. Silvercrest Asset Management Group LLC ("SAMG LLC") awarded to its principals deferred equity units and performance units in 2010. Performance units are exercisable for Class B units of Silvercrest L.P. SAMG LLC granted to each employee who received an award of deferred equity units, a number of performance units which became exercisable for one (1) Class B unit for every two (2) Class B units issued upon vesting of the deferred equity units awarded to each principal in 2010, subject to certain holding requirements as set forth in the unit award agreements. |
Remarks: Hamilton E. James is an executor of the Estate of G. Moffett Cochran (the "Estate"), with authority to execute this form. |