Fifth Street Asset Management (FSAM) Form 4 Fifth Street Asset Management / PARTNERS MANGROVE 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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X

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^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(Street)

GEORGE TOWN E9 KY1-1104

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2016

4. 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 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	08/25/2016		S		16,400	D	$5.0391	659,486	D(1)(2)
Class A Common Stock	08/25/2016		S		15,564	D	$5.0324	643,922	D(1)(2)
Class A Common Stock	08/26/2016		S		67,626	D	$5.0736	576,296(3)	D(1)(2)
Class A Common Stock	08/26/2016		S		65,888	D	$5.06	510,408(3)	D(1)(2)
Class A Common Stock	08/26/2016		S		50,000	D	$5.1	460,408(3)	D(1)(2)

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

1. Name and Address of Reporting Person^*

Mangrove Partners Master Fund, Ltd.

(Last) (First) (Middle)

PO BOX 309, UGLAND HOUSE, S. CHURCH ST.

(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^*

AUGUST NATHANIEL H.

(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)

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.

3. The indication that Section 16 is no longer applicable is being made with respect to (1) Master Fund, (2) US Feeder, (3) Cayman Feeder, (4) Mangrove Partners, and (5) Mangrove Capital.

Remarks:

	/s/ Nathaniel H. August, as Director of The Mangrove Partners Master Fund, Ltd.	08/29/2016
	/s/ Nathaniel H. August, as Director of Mangrove Partners, the Investment Manager of the Reporting Person	08/29/2016
	/s/ Nathaniel H. August, as Director of Mangrove Capital, the General Partner of the Reporting Person	08/29/2016
	/s/ Nathaniel H. August as director of Mangrove Capital	08/29/2016
	/s/ Nathaniel H. August	08/29/2016
	/s/ Nathaniel H. August as director of Mangrove Partners	08/29/2016
	** Signature of Reporting Person	Date
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