FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gray John Allen
2. Date of Event Requiring Statement (Month/Day/Year)
12/19/2019
3. Issuer Name and Ticker or Trading Symbol
Silvercrest Asset Management Group Inc. [SAMG]
(Last)
(First)
(Middle)
SILVERCREST ASSET MANAGEMENT GROUP INC., 1330 AVE. OF THE AMERICAS, 38TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Managing Director
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock, par value $0.01 7,500
D
 
Class B common stock, par value $0.01 (1) 85,144
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Units (2) (3) (4)   (2)(3)(4)   (2)(3)(4) Class A common stock, par value $0.01 (2) 85,144 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gray John Allen
SILVERCREST ASSET MANAGEMENT GROUP INC.
1330 AVE. OF THE AMERICAS, 38TH FLOOR
NEW YORK, NY 10019
      Managing Director  

Signatures

/s/ Lydia C. Desmond - Attorney-in-Fact 12/27/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Holders of Class B common stock are not entitled to participate in any dividends or other distributions made by the Company to holders of its capital stock (except for the right to receive the par value thereof upon the Corporation's liquidation or dissolution). 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 Company's common stockholders. 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 the Company 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. Shares of Class B common stock are not transferable unless transferred concurrently with the corresponding Class B unit and with the consent of the Company and Silvercrest L.P.
(2) Each Class B unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA.
(3) Pursuant to the exchange agreement entered into among the Company and holders of Class B units (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, unless a different amount is approved by the Company's Board of Directors, in accordance with the timing restrictions described in footnote 4 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
(4) 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 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.
 
Remarks:
Index of Exhibits:  Exhibit 24 - Power of Attorney

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