| Summary of Authorized and Outstanding Equity |
Silvercrest has the following authorized and outstanding equity:
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Shares at December 31, 2014
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Authorized
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Outstanding
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Voting Rights
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Economic
Rights
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Common shares
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Class A, par value $0.01 per share
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50,000,000
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7,768,010
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1 vote per
share (1)
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All (1)
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Class B, par value $0.01 per share
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25,000,000
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4,520,413
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1 vote per
share (2),(3)
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None (2), (3)
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Preferred shares
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Preferred stock, par value $0.01 per share
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10,000,000
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—
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See footnote (4)
below
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See footnote (4)
below
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·
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Each share of Class A common stock is entitled to one vote per share. Class A common stockholders have 100% of the rights of all classes of Silvercrest’s capital stock to receive dividends.
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·
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Each share of Class B common stock is entitled to one vote per share.
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·
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Each Class B unit of SLP held by a principal is exchangeable for one share of the Company’s Class A common stock. The principals collectively hold 4,520,413 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP and 52,188 deferred equity units exercisable for Class B units of SLP, which represents the right to receive additional proportions of the distributions made by SLP. The 52,188 deferred equity units which have been issued to our principals entitle the holders thereof to participate in distributions from SLP as if the underlying Class B units are outstanding and thus are taken into account to determine the economic interest of each holder of units in SLP. However, because the Class B units underlying the deferred equity units have not been issued and are not deemed outstanding, the holders of deferred equity units have no voting rights with respect to those Class B units. Silvercrest will not issue shares of Class B common stock in respect of deferred equity units of SLP until such time that the underlying Class B units are issued.
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·
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Silvercrest’s board of directors has the authority to issue preferred stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of its stockholders.
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| Schedule of Class B Common Stock Outstanding |
Class B Common Stock
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Transaction
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# of
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Date
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Shares
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Class B common stock outstanding - January 1, 2014
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4,464,617
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Class B common stock repurchased and cancelled
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February 2014
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(16,530
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)
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Class B common stock issued upon vesting of deferred equity units
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February 2014
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261,958
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Class B common stock surrendered and cancelled
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May 2014
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(5,893
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)
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Cancellation of Class B common stock upon conversion of Class B units to Class A common stock
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Q3 2014
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(133,739
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)
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Cancellation of Class B common stock upon conversion of Class B units to Class A common stock
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Q4 2014
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(110,000
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)
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Class B common stock issued to new partners
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December 2014
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60,000
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Class B common shares outstanding - December 31, 2014
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4,520,413
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