Jacobs Asset Management Form 4 MEDLEY MANAGEMENT / SY JACOBS 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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X

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^*

JAM PARTNERS, L.P.

(Last) (First) (Middle)

11 EAST 26TH STREET

SUITE 1900

(Street)

NEW YORK NY 10010

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2019

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 A Common Stock, $.01 par value	07/29/2019		S(1)		26,387	D	$3.17	599,667	I	See Footnote(2)
Class A Common Stock, $.01 par value	07/30/2019		S(1)		4,749	D	$3.14	594,918	I	See Footnote(2)
Class A Common Stock, $.01 par value	07/30/2019		S(1)		20,200	D	$3.14	574,718	I	See Footnote(2)

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^*

JAM PARTNERS, L.P.

(Last) (First) (Middle)

11 EAST 26TH STREET

SUITE 1900

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS ASSET MANAGEMENT, LLC

(Last) (First) (Middle)

11 EAST 26TH STREET

SUITE 1900

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS SY

(Last) (First) (Middle)

11 EAST 26TH STREET

SUITE 1900

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JAM Managers, LLC

(Last) (First) (Middle)

11 EAST 26TH STREET

SUITE 1900

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

Explanation of Responses:

1. The securities are held in account(s) managed indirectly by Jacobs Asset Management, LLC (the "Reporting Person"). The Reporting Person disclaims beneficial ownership in the account(s) except to the extent of his pecuniary interest, if any therein.

2. The securities are held in the account of JAM Partners, L.P. and may be deemed to be indirectly beneficially owned by the Reporting Person, because it serves as the investment manager to such account(s), by JAM Managers, LLC, as the General Partner of JAM Partners, L.P. and Sy Jacobs, as the Managing Member of the Reporting Person. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	JAM Partners, L.P., By: /s/ Sy Jacobs, Managing Member of the General Partner	07/31/2019
	Jacobs Asset Management, LLC, By: /s/ Sy Jacobs, Managing Member	07/31/2019
	/s/ Sy Jacobs	07/31/2019
	JAM Managers, LLC, By: /s/ Sy Jacobs, Managing Member	07/31/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.