Fifth Street Asset Management (FSAM) Form 4 Fifth Street Asset Management / LEONARD M TANNENBAUM 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^*

TANNENBAUM LEONARD M

(Last) (First) (Middle)

C/O FIFTH STREET (FSAM)

777 WEST PUTNAM AVENUE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fifth Street Asset Management Inc. [ FSAM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2017

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
Class A Common Stock, $0.01 par value per share	10/26/2017		M(1)		243,979	A	(1)	1,171,755	D
Class A Common Stock, $0.01 par value per share	10/26/2017		F		102,350	D	$4	1,069,405	D
Class A Common Stock, $0.01 par value per share								8,714,348	I	By FSC CT II, Inc.(2)
Class A Common Stock, $0.01 par value per share								762,023	I	By Tannenbaum Family 2012 Trust(3)

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 Stock Units	(1)	10/26/2017		M(1)			243,979	(1)	(1)	Class A Common Stock	243,979	$0	0	D

Explanation of Responses:

1. On October 26, 2017, 243,979 restricted stock units ("RSUs) granted to Mr. Tannenbaum in October 2014 vested. Upon such vesting, one share of the Issuer's Class A common stock became issuable for each RSU and will be issued by the Issuer within 60 days of such vesting.

2. Represents securities held directly by FSC CT II, Inc., a Delaware corporation. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.

3. Represents securities held directly by the Tannenbaum Family 2012 Trust. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.

	/s/ Leonard M. Tannenbaum	10/30/2017
	** 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).
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