Sec Form 4 Filing - ROGERS JOHN @ OM Asset Management plc - 2016-03-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ROGERS JOHN
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)
(Last) (First) (Middle)
GROUND FLOOR MILLENNIUM BRIDGE HOUSE, 2 LAMBETH HILL
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2016
(Street)
LONDON, X0EC4V 4GG
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/06/2016 M 2,361 A $ 0 ( 1 ) 7,361 D
Ordinary shares 03/07/2016 S 53 ( 2 ) D $ 12.0035 ( 3 ) 7,308 D
Ordinary shares 03/08/2016 S 28 ( 2 ) D $ 11.6047 ( 4 ) 7,280 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 5 ) ( 5 ) 03/06/2016 M 2,361 ( 6 ) ( 7 ) ( 7 ) Ordinary shares 2,361 $ 0 13,905 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROGERS JOHN
GROUND FLOOR MILLENNIUM BRIDGE HOUSE
2 LAMBETH HILL
LONDON, X0EC4V 4GG
X
Signatures
/s/ Molly S. Mugler, Attorney-in-fact 03/08/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted share units convert into ordinary shares on a one-for-one basis.
( 2 )Represents shares sold by the reporting person to cover certain tax withholding obligations upon the vesting of restricted shares.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.81 to $12.15, 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 (3) and (4) to this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.40 to $11.84, inclusive.
( 5 )Each restricted share unit represents a right to receive one ordinary share of OM Asset Management plc.
( 6 )Consists of restricted share units issued under the OM Asset Management plc Non-Employee Directors' Equity Incentive Plan.
( 7 )On March 6, 2015, the reporting person was granted 7,083 restricted share units, vesting in three equal annual installments beginning on the first anniversary of the grant 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.