Annual report pursuant to Section 13 and 15(d)

Equity (Tables)

v3.10.0.1
Equity (Tables)
12 Months Ended
Dec. 31, 2018
Equity [Abstract]  
Summary of Authorized and Outstanding Equity

Silvercrest has the following authorized and outstanding equity:

 

 

  

Shares at December 31, 2018

 

  

Authorized

 

  

Outstanding

 

  

Voting Rights

  

Economic
Rights

Common shares

  

 

 

 

  

 

 

 

  

 

  

 

Class A, par value $0.01 per share

  

 

50,000,000

  

  

 

8,518,096

  

  

1 vote per
share (1), (2)

  

All (1), (2)

 

Class B, par value $0.01 per share

  

 

 

25,000,000

  

  

 

4,934,103

  

  

 

1 vote per
share (3),(4)

  

 

None (3), (4)

Preferred shares

  

 

 

 

  

 

 

 

  

 

  

 

Preferred stock, par value $0.01 per share

  

 

10,000,000

  

  

 

 

  

See footnote (5)
below

  

See footnote (5)
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)

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 3,792 remain unvested as of December 31, 2018.

(3)

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

(4)

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 4,934,103 Class B units, which represents the right to receive their proportionate share of the distributions made by SLP and 243,523 restricted stock units which will vest and settle in the form of Class B units of SLP. The 243,523 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.

(5)

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 year ended December 31, 2018, Silvercrest issued the following shares:

Class A Common Stock

 

 

 

Transaction

 

 

 

# of

 

 

 

Date

 

 

 

Shares

 

Class A common stock outstanding - January 1, 2018

 

 

 

 

 

8,142,120

 

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

 

January 2018

 

 

 

31,650

 

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

 

March 2018

 

 

 

85,286

 

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

 

April 2018

 

 

 

20,000

 

Issuance of Class A common stock upon vesting of restricted stock units

 

May 2018

 

 

 

1,896

 

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

 

May 2018

 

 

 

24,732

 

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

 

August 2018

 

 

 

22,285

 

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

 

September 2018

 

 

 

17,666

 

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

 

November 2018

 

 

 

64,142

 

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

 

December 2018

 

 

 

108,319

 

Class A common shares outstanding - December 31, 2018

 

 

 

 

 

8,518,096

 

Class B Common Stock

 

 

 

Transaction

 

 

 

# of

 

 

 

Date

 

 

 

Shares

 

Class B common stock outstanding - January 1, 2018

 

 

 

 

 

5,059,319

 

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

 

January 2018

 

 

 

(31,650

)

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

 

March 2018

 

 

 

(85,286

)

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

 

April 2018

 

 

 

(20,000

)

Issuance of Class B common stock upon vesting of restricted stock units

 

May 2018

 

 

 

948

 

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

 

May 2018

 

 

 

(24,732

)

Issuance of Class B common stock

 

June 2018

 

 

 

6,289

 

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

 

August 2018

 

 

 

(22,285

)

Issuance of Class B common stock upon vesting of restricted stock units

 

August 2018

 

 

 

241,627

 

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

 

September 2018

 

 

 

(17,666

)

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

 

November 2018

 

 

 

(64,142

)

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

 

December 2018

 

 

 

(108,319

)

Class B common shares outstanding - December 31, 2018

 

 

 

 

 

4,934,103