UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fifth Street Asset Management Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
31679P109
(CUSIP Number)
May 17, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 NAME OF REPORTING PERSON
GrizzlyRock Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
251,438
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
251,438
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,438
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSON
GrizzlyRock GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
251,438
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
251,438
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,438
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSON
GrizzlyRock Value Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
251,438
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
251,438
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,438
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3%
12 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSON
Kyle Mowery
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
358,760
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
358,760
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
358,760
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSON
Vivaldi Asset Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
107,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
107,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSON
Vivaldi Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
107,322
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
107,322
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,322
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS
Item 1(a) Name of Issuer:
First Street Asset Management Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
777 West Putnam Avenue, 3rd Floor, Greenwich, Connecticut 06830
Item 2(a) Name of Person Filing:
1. GrizzlyRock Capital, LLC ("Capital")
2. GrizzlyRock GP, LLC (the "General Partner")
3. GrizzlyRock Value Partners, L.P. (the "Fund")
4. Kyle Mowery
5. Vivaldi Asset Management, LLC ("Vivaldi")
6. Vivaldi Holdings, LLC ("Holdings")
Each reporting person declares that neither the filing of this statement nor
anything herein shall be construed as an admission that such person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other purpose,
the beneficial owner of any securities covered by this statement.
Each reporting person may be deemed to be a member of a group with respect
to the issuer or securities of the issuer for the purposes of Section 13(d)
or 13(g) of the Act. Each reporting person declares that neither the filing
of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other
person as a partnership, limited partnership, syndicate, or other group for the
purpose of acquiring, holding, or disposing of securities of the issuer or
otherwise with respect to the issuer or any securities of the issuer or
(ii) a member of any syndicate or group with respect to the issuer or any
securities of the issuer.
Item 2(b) Address of Principal Business Office:
For Capital, the General Partner, the Fund and Mr. Mowery, 191
N. Wacker Drive, Suite 1500, Chicago, IL 60606
For Vivaldi and Holdings, 225 W Wacker Dr #2100, Chicago, IL 60606
Item 2(c) Citizenship:
Capital and the General Partner are Delaware limited liability companies.
The Fund is a Delaware limited partnership.
Mr. Mowery is a citizen of the United States.
Vivaldi and Holdings are Delaware limited liability companies.
Item 2(d) Title of Class of Securities:
Class A common stock, par value $0.01 per share
Item 2(e) CUSIP Number:
31679P109
Item 3 Type of Person:
Not applicable
Item 4 Ownership:
(a)Amount beneficially owned:
The Fund directly beneficially owns 251,438 shares.
The General Partner is the general partner of the Fund and,
as a result, may be deemed to benefically own shares owned
by the Fund.
Capital is the investment manager of the Fund and, as a result,
may be deemed to benefically own shares owned by the Fund.
Mr. Mowery serves as managing member of Capital and the General
Partner and, as a result, may be deemed to benefically own shares
owned by the Fund. Mr. Mowery serves as Portfolio Manager of the
Client Account (defined below) and, as a result, may be deemed to
beneficially own shares owned in the Client Account.
Vivaldi is an investment adviser registered with the SEC that provides
investment advisory services to a series of Advisor Series
Trust, a registered investment company, specifically the Vivaldi
Orinda Macro Opportunities Fund (the "Client Account"). As investment
advisor to the Client Account, Vivaldi has the authority to invest
the funds of the Client Account in securites (including shares of
common stock of the Issuer) as well as the authority to purchase,
vote and dispose of securities (including the 107,322 shares of
common stock of the Issuer held by the Client Account), and
may thus be deemed the beneficial owner of the shares of the
Issuer's common stock held in the Client Account. Vivaldi
does not own any common stock for its own account and disclaims
beneficial ownership of the shares of Common Stock reported herein.
Holdings controls Vivaldi. By virtue of its control of Vivaldi,
Holdings my be deemed to have a beneficial interest in the 107,322
shares of the Issuer's common stock held by the Client Account.
Holdings does not own any common stock for its own account and
disclaims beneficial ownership of the shares of common stock reported
herein.
(b)Percent of class:
6.1%, based on 5,842,315 shares outstanding as of March 31, 2016,
according to the Issuer's quarterly report on Form 10-Q filed on
May 16, 2016.
(c)Number of shares as to which the filing person has:
(i)Sole power to vote or to direct the vote:
Not applicable
(ii)Shared power to vote or to direct the vote:
Each of Capital, the General Partner and the Fund may be deemed to
have the shared power to vote or direct the vote of 251,438 shares.
Mr. Mowery may be deemed to have the shared power to vote or direct
the vote of 358,760 shares.
Vivaldi and Holdings may be deemed to have the
shared power to vote or direct the vote of 107,322 shares.
(iii)Sole power to dispose or to direct the disposition of:
Not applicable
(iv)Shared power to dispose or to direct the disposition of:
Each of Capital, the General Partner and the Fund may be deemed to
have the shared power to dispose or direct the disposition of
251,438 shares.
Mr. Mowery may be deemed to have the shared power
to dispose or direct the disposition of 358,760 shares.
Vivaldi and Holdings may be deemed to have the shared power to dispute
or direct the disposition of 107,322 shares.
Item 5 Ownership of Five Percent or Less of a Class:
None
Item 6 Ownership of More than Five Percent on Behalf
of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Each reporting person may be deemed to be a member of a group with respect
to the issuer or securities of the issuer for the purposes of Section 13(d)
or 13(g) of the Act. Each reporting person declares that neither the filing
of this statement nor anything herein shall be construed as an admission that
such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act) with any other
person as a partnership, limited partnership, syndicate, or other group for the
purpose of acquiring, holding, or disposing of securities of the issuer or
otherwise with respect to the issuer or any securities of the issuer or
(ii) a member of any syndicate or group with respect to the issuer or
any securities of the issuer.
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having
such purpose or effect.
Signature:After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
Date: May 23, 2016
Signature:/s/ Kyle Mowery
Name/Title: Kyle Mowery, individually, as managing member of
GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as the
managing member of the general partner of GrizzlyRock Value
Partners, L.P.
Signature:/s/ Randel Golden
Name/Title: Randel Golden, Chief Financial Officer, Vivaldi Asset
Management, LLC and Vivaldi Holdings, LLC
Exhibit Index
Exhibit Description of Exhibit
99.1 Joint Filing Agreement