Mangrove Partners Fund Form 3 MEDLEY MANAGEMENT / NATHANIEL H. AUGUST ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2015

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	601,954	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund (Cayman), Ltd.

(Last) (First) (Middle)

MAPLES CORP. SVCS, PO BOX 309

UGLAND HOUSE, S. CHURCH STREET

(Street)

GEORGE TOWN E9 KY1-1104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mangrove Partners Fund, L.P.

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE CAPITAL

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANGROVE PARTNERS

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AUGUST NATHANIEL H.

(Last) (First) (Middle)

645 MADISON AVENUE, 14TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. This Form is being jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the "Master Fund"), (2) The Mangrove Partners Fund, L.P. (the "US Feeder"), (3) The Mangrove Partners Fund (Cayman), Ltd. (the "Cayman Feeder"), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."

2. The shares which are the subject of this Form are held by the Master Fund. Beneficial ownership of the shares which is the subject of this Form is also claimed indirectly by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.

Remarks:

	/s/ Nathaniel H. August, as Director of The Mangrove Partners Master Fund, Ltd.	04/12/2016
	/s/ Nathaniel H. August, as Director of Mangrove Partners, the Investment Manager of the Reporting Person	04/12/2016
	/s/ Nathaniel H. August, as Director of Mangrove Capital, the General Partner of the Reporting Person	04/12/2016
	/s/ Nathaniel H. August as director of Mangrove Capital	04/12/2016
	/s/ Nathaniel H. August as director of Mangrove Partners	04/12/2016
	/s/ Nathaniel H. August	04/12/2016
	** 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 5 (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.