Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity (Tables)

v3.3.0.814
Stockholders' Equity (Tables)
9 Months Ended
Sep. 30, 2015
Equity [Abstract]  
Summary of Authorized and Outstanding Equity

Silvercrest has the following authorized and outstanding equity:

 

 

  

Shares at September 30, 2015

 

  

Authorized

 

  

Outstanding

 

  

Voting Rights

  

Economic
Rights

Common shares

  

 

 

 

  

 

 

 

  

 

  

 

Class A, par value $0.01 per share

  

 

50,000,000

  

  

 

7,912,633

  

  

1 vote per share (1)

  

All (1)

Class B, par value $0.01 per share

  

 

25,000,000

  

  

 

4,772,130

  

  

1 vote per  share (2),(3)

  

None (2), (3)

Preferred shares

  

 

 

 

  

 

 

 

  

 

  

 

Preferred stock, par value $0.01 per share

  

 

10,000,000

  

  

 

 

  

See footnote (4) below

  

See footnote (4) below

 

(1)

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.

(2)

Each share of Class B common stock is entitled to one vote per share.

(3)

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 4,772,130 Class B units, which represent the right to receive their proportionate share of the distributions made by SLP, 4,911 deferred equity units exercisable for Class B units of SLP, which represent the right to receive additional proportions of the distributions made by SLP and 966,510 restricted stock units which will vest and settle in the form of Class B units of SLP. The 4,911 deferred equity units and the 966,510 restricted stock 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 and restricted stock units have not been issued and are not deemed outstanding, the holders of deferred equity units or restricted stock 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 or restricted stock units of SLP until such time that the underlying Class B units are issued.

(4)

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.

Schedule of Common Stock Outstanding

During the nine months ended September 30, 2015, Silvercrest issued the following shares:

Class A Common Stock

 

 

 

Transaction

 

 

# of

 

 

 

Date

 

 

Shares

 

Class A common stock outstanding - January 1, 2015

 

 

 

 

 

7,768,010

 

Issuance of Class A common Stock upon conversion of
Class B units to Class A common stock

 

March 2015

 

 

 

18,000

 

Issuance of Class A common Stock upon conversion of
Class B units to Class A common stock

 

April 2015

 

 

 

11,246

 

Issuance of Class A common Stock upon conversion of
Class B units to Class A common stock

 

May 2015

 

 

 

50,000

 

Issuance of Class A common Stock upon conversion of
Class B units to Class A common stock

 

August 2015

 

 

 

65,377

 

Class A common shares outstanding –
September 30, 2015

 

 

 

 

 

7,912,633

 

 

Class B Common Stock

 

 

 

Transaction

 

 

# of

 

 

 

Date

 

 

Shares

 

Class B common stock outstanding - January 1, 2015

 

 

 

 

 

4,520,413

 

Class B common stock issued upon vesting of deferred equity units

 

February 2015

 

 

 

126,616

 

Cancellation of Class B common stock upon conversion of
Class B units to Class A common stock

 

March 2015

 

 

 

(18,000

)

Cancellation of Class B common stock upon conversion of
Class B units to Class A common stock

 

May 2015

 

 

 

(50,000

)

Issuance of Class B common stock in connection with the Jamison Acquisition

 

June 2015

 

 

 

258,578

 

Cancellation of Class B common stock upon conversion of
Class B units to Class A common stock

 

August 2015

 

 

 

(65,477

)

Class B common shares outstanding –
September 30, 2015

 

 

 

 

 

4,772,130