GAMCO Investors (GAMI) Form 4 GAMCO INVESTORS, INC. ET AL / MARIO J GABELLI ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GABELLI MARIO J

(Last) (First) (Middle)

C/O GAMCO INVESTORS, INC

ONE CORPORATE CENTER

(Street)

RYE NY 10580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAMCO INVESTORS, INC. ET AL [ GBL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	04/19/2016		D(1)		10,000	D	$0	453,295(2)	D
Class A Common Stock	04/19/2016		A(1)		10,000	A	$0	10,000	D
Class A Common Stock	04/19/2016		G		3,000	D	$0	30,000	I	By: GGCP, Inc.
Class B Common Stock								18,373,741(2)	I	By: GGCP Holdings, LLC(3)
Class A Common Stock								4,393,055	I	By: Gabelli Securities, Inc.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

GABELLI MARIO J

(Last) (First) (Middle)

C/O GAMCO INVESTORS, INC

ONE CORPORATE CENTER

(Street)

RYE NY 10580

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GGCP, INC.

(Last) (First) (Middle)

140 GREENWICH AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GGCP Holdings LLC

(Last) (First) (Middle)

140 GREENWICH AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Mr. Gabelli exchanged with the Issuer shares of Class B Common Stock ("Class B Stock") for an equal number of shares of Class A Common Stock ("Class A Stock"). These transactions were effected pursuant to Rule 16b-3 under the Securities Act of 1934 for the purpose of exempting such acquisition and disposition.

2. Pursuant to a resolution approved by the Issuer's Board of Directors, as of the date of this filing, there are 672,618 shares of Class B Stock that can be converted into Class A Stock.

3. These shares of the Issuer's Class B Stock are held by GGCP Holdings, LLC ("Holdings") via GGCP, Inc. ("GGCP"). The Reporting Person may be deemed to have beneficial ownership of the Class B Stock held by Holdings on the basis of (i) his position as the Chief Executive Officer of, a director of, and the controlling shareholder of, GGCP, which is the manager and a majority member of Holdings, and (ii) certain profit interests in Holdings. The Reporting Person disclaims any beneficial ownership of Class B Stock held by Holdings except to the extent of his pecuniary interest therein.

	/s/ Douglas R. Jamieson, Attorney-In-Fact for MARIO J. GABELLI, GGCP, INC., and GGCP HOLDINGS, LCC	04/21/2016
	** Signature of Reporting Person	Date
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