Allorto Richard T JR Form 4 MEDLEY MANAGEMENT / Richard T Allorto JR 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^*

Allorto Richard T JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2021

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	01/15/2021		A		59,753(2)(3)	A	$0	59,753(4)	D
Class A Common Stock	01/19/2021		C		73,471	A	(1)	133,224(4)	I	By New Castle Capital LLC(1)

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
Medley LLC Units	(3)	01/15/2021		D			59,753	(3)	(3)	Class A Common Stock	59,753	$0	0	D
Medley LLC Units	(1)	01/19/2021		C			73,471	(1)	(1)	Class A Common Stock	73,471	$0	0	I	By New Castle Capital LLC(1)

Explanation of Responses:

1. Each Class A Unit of Medley LLC ("Medley LLC Unit") was exchanged for one share of Class A Common Stock of Medley Management Inc ("MDLY"). The Medley LLC Units were convertible at any time on a one-for-one basis and had no expiration date. Reporting Person is the managing member and owns 99% of New Castle Capital LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. Pursuant to the MDLY 2014 Omnibus Incentive Plan, Reporting Person was granted 59,753 Class A Common Stock restricted stock units (RSU). Subject to customary acceleration provisions and continued employment, 3,075 RSUs vest on January 18, 2021, 3,968 vest on January 1, 2022, 33,029 vest on January 15, 2022, 3,074 vest on January 18, 2022, 1,667 vest on February 22, 2022, 3,966 vest on January 1, 2023, 3,074 vest on January 18, 2023, and 7,900 shall 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. Each RSU represents a contingent right to receive one share of Class A Common Stock and has no expiration date.

3. The Medley LLC Units were convertible at any time on a one-for-one basis and had no expiration date. The Reporting Person disposed of Medley LLC Units in exchange for RSUs.

4. Reflects a portion of unvested RSUs.

	/s/ Richard T. Allorto JR	01/20/2021
	** 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.
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