BrightSphere Investment Form 4 OM Asset Management / JAMES JOSEPH RITCHIE 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

RITCHIE JAMES JOSEPH

(Last) (First) (Middle)

GROUND FLOOR MILLENNIUM BRIDGE HOUSE

2 LAMBETH HILL

(Street)

LONDON X0 EC4V 4GG

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OM Asset Management plc [ OMAM ]

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)
02/10/2017

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
Ordinary shares	02/10/2017		M		17,218	A	$0(1)	24,193	D
Ordinary shares	02/13/2017		S(2)		834(3)	D	$14.9778(4)	23,359	D
Ordinary shares	02/14/2017		S(2)		502(3)	D	$14.927(5)	22,857	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 Share Units(6)	(6)	02/10/2017		M			17,218(7)	(8)	(8)	Ordinary shares	17,218	$0	7,554	D

Explanation of Responses:

1. Restricted share units convert into ordinary shares on a one-for-one basis.

2. The shares were sold pursuant to a sales plan adopted by the reporting person and intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

3. Represents shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.88 to $15.10, inclusive. The reporting person undertakes to provide to OM Asset Management plc, any security holder of OM Asset Management plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.82 to $15.0401, inclusive. The reporting person undertakes to provide to OM Asset Management plc, any security holder of OM Asset Management plc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) and (5) to this Form 4.

6. Each restricted share unit represents a right to receive one ordinary share of OM Asset Management plc.

7. Consists of restricted share units issued under the OM Asset Management plc Non-Employee Directors' Equity Incentive Plan.

8. On February 10, 2016, the reporting person was granted 17,218 restricted share units, vesting fully on February 10, 2017.

Remarks:

	/s/ Richard J. Hart, Attorney-in-fact	02/14/2017
	** 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.