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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol MEDLEY MANAGEMENT INC. [ MDLY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/22/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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)(2) | 02/22/2017 | D(1)(2) | 50,000 | (1) | (1) | Common Stock | 50,000 | $0 | 0 | D | ||||
Medley LLC Units(1)(2) | (1)(2) | 02/22/2017 | A(1)(2) | 50,000(2)(3) | (3) | (3) | Common Stock | 50,000 | $0 | 656,061 | D | ||||
Medley LLC Units(4) | (4) | 02/22/2017 | A | 50,000(4) | (4) | (4) | Common Stock | 50,000 | $0 | 706,061 | D |
Explanation of Responses: |
1. Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). Issuer cancelled 50,000 unvested Restricted Stock Units ("RSUs") of Issuer, and in return, Reporting Person was granted 50,000 restricted Medley LLC Units. The RSUs were granted to Reporting Person on March 16, 2016, in connection with Reporting Person's services and, upon vesting, each RSU was payable in one share of Class A Common Stock, $0.01 par value per share of the Issuer (the "Common Stock"), or the cash equivalent thereof. |
2. 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. The 50,000 restricted Medley LLC Units granted to Reporting Person are subject to the same vesting conditions and similar transfer restrictions as the original, now cancelled 50,000 RSUs. |
3. These restricted Medley LLC Units vest annually in three equal installments commencing March 16, 2019. |
4. In connection with Reporting Person's services, on February 22, 2017, Reporting Person was granted 50,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. The restricted Medley LLC Units vest annually in three equal installments commencing February 22, 2020. |
/s/ Richard T. Allorto Jr. | 02/24/2017 | |
** 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. |