Summary of Authorized and Outstanding Equity |
Silvercrest has the following authorized and outstanding equity:
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Shares at December 31, 2017
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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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8,142,120
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1 vote per share (1), (2)
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All (1), (2)
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Class B, par value $0.01 per share
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25,000,000
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5,059,319
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1 vote per share (3),(4)
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None (3), (4)
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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 (5) below
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See footnote (5) below
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(1)
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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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(2)
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During 2016, Silvercrest granted 10,582 restricted stock units which will vest and settle in the form of Class A shares of Silvercrest, of which 5,687 remain unvested as of December 31, 2017.
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(3)
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Each share of Class B common stock is entitled to one vote per share.
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(4)
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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 5,059,319 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP and 486,098 restricted stock units which will vest and settle in the form of Class B units of SLP. The 486,098 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 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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(5)
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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 Common Stock Outstanding |
During the year ended December 31, 2017, Silvercrest issued the following shares:
Class A 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 A common stock outstanding - January 1, 2017
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8,074,197
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Issuance of Class A common stock upon conversion of Class B units to Class A common stock
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March 2017
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26,008
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Issuance of Class A common stock upon vesting of restricted stock units
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April 2017
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1,000
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Issuance of Class A common stock upon vesting of restricted stock units
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May 2017
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3,896
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Issuance of Class A common stock upon conversion of Class B units to Class A common stock
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May 2017
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2,000
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Issuance of Class A common stock upon conversion of Class B units to Class A common stock
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August 2017
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24,119
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Issuance of Class A common stock upon conversion of Class B units to Class A common stock
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November 2017
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10,900
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Class B common shares outstanding - December 31, 2017
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8,142,120
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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, 2017
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4,866,303
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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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March 2017
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(26,008
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Issuance of Class B common stock upon vesting of restricted stock units
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May 2016
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947
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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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May 2017
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(2,000
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Issuance of Class B common stock
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June 2017
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13,468
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Issuance of Class B common stock upon vesting of restricted stock units
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August 2017
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241,628
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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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August 2017
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(24,119
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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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November 2017
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(10,900
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Class B common shares outstanding - December 31, 2017
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5,059,319
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