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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Medley LLC Units (1) | (1) | 05/11/2018 | A | 49,000 (1) | (1) | (1) | Common Stock | 49,000 | $ 0 | 825,061 | D | ||||
Medley LLC Units (2) | (2) | 05/11/2018 | A | 79,000 (2) | (2) | (2) | Common Stock | 79,000 | $ 0 | 904,061 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Allorto Richard T JR C/O MEDLEY MANAGEMENT INC. 280 PARK AVENUE, 6TH FLOOR EAST NEW YORK, NY 10017 |
Chief Financial Officer |
/s/ Richard T. Allorto Jr. | 05/15/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 49,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement dated September 23, 2014, among Issuer, Medley LLC and the holders of Medley LLC Units (the "Exchange Agreement"), each vested Medley LLC Unit may be exchanged for one share of Common Stock. Subject to customary acceleration provisions, these restricted Medley LLC Units vest annually in three equal installments commencing January 1, 2021. |
(2) | Reporting Person is an existing member and holds Medley LLC Units. In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 79,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. These restricted Medley LLC Units vest upon (i) termination without cause in connection with a change in control, or (ii) provided the Reporting Person has not undergone a termination prior thereto, upon (a) the occurrence of a change in control, or (b) death or disability. |