Leeds Jeffrey T Form 4 MEDLEY MANAGEMENT / JEFFREY T LEEDS 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^*

LEEDS JEFFREY T

(Last) (First) (Middle)

C/O MEDLEY MANAGEMENT INC.

280 PARK AVENUE, 6TH FLOOR EAST

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDLEY MANAGEMENT INC. [ MDLY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020

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

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

X	Form filed by One Reporting Person
	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 A Common Stock	05/29/2020		M		30,465	A	(1)	88,532	D

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
Restricted Stock Units	(1)	05/29/2020		M			30,465	(2)	(2)	Class A Common Stock	30,465	$0	0	D
Restricted Stock Units	(3)	07/13/2020(4)		A		51,578		(5)	(5)	Class A Common Stock	51,578	$0	51,578	D

Explanation of Responses:

1. Acquisition of Class A common stock upon vesting of restricted stock units reflected with Footnote 2. Each restricted stock unit converted into Class A common stock of the issuer on a one-for-one basis.

2. Disposition of restricted stock units upon vesting into shares of Class A common stock as reflected with Footnote 1. The restricted stock units vested on May 29, 2020.

3. Each restricted stock unit represents a contingent right to receive one share of issuer Class A common stock.

4. On the transaction date, the Reporting Person delivered his election to receive 50% of his director fees for the May 2020 to May 2021 period in the form of RSUs. These director fees were approved by the issuer's compensation committee and board of directors on June 25, 2020 (the "Grant Date"), with RSUs being issued to the Reporting Person covering the number of shares of Class A common stock as determined by dividing the dollar amount of director fees elected by the Reporting Person to be received in RSUs by the closing price of a share of Class A common stock on the Grant Date.

5. The restricted stock units vest on May 30, 2021, provided, however, that in the event that a change in control occurs prior to such time as the restricted stock units have fully vested, the Reporting Person shall fully vest in such portion of the restricted stock units as is determined by multiplying the number of restricted stock units by a fraction, the numerator of which is the number of days elapsed between May 30, 2020 and the date of the change in control (but in any event no more than 365) and the denominator of which is 365.

	/s/ John D. Fredericks, as Attorney-in-Fact	07/14/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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