Sec Form 4 Filing - Huatai Securities Co., Ltd. @ AssetMark Financial Holdings, Inc. - 2019-07-17

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 Huatai Securities Co., Ltd. 2. Issuer Name and Ticker or Trading Symbol AssetMark Financial Holdings, Inc. [ AMK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) NO. 228 MIDDLE JIANGDONG ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2019 (Street) NANJING, JIANGSU PROVINCE, F4210019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common stock 07/17/2019 J( 1 ) 7,151,201 D $ 0 0 I By AssetMark Holdings LLC ( 2 ) Common stock 58,998,799 I By Huatai International Investment Holdings Limited ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huatai Securities Co., Ltd. NO. 228 MIDDLE JIANGDONG ROAD NANJING, JIANGSU PROVINCE, F4210019 X Huatai International Financial Holdings Co Ltd ROOM 5808-5812, 58/F. THE CENTER, 99 QUEEN'S ROAD CENTRAL HONG KONG, F400000 X Huatai International Investment Holdings Ltd ROOM 5808-5812, 58/F. THE CENTER, 99 QUEEN'S ROAD CENTRAL HONG KONG, F400000 X AssetMark Holdings LLC 1655 GRANT STREET, 10TH FLOOR CONCORD, CA94520 X Signatures /s/ Ted Angus, as Attorney-in-Fact, for Huatai Securities Co., Ltd. 07/19/2019 Signature of Reporting Person Date /s/ Ted Angus, as Attorney-in-Fact, for Huatai International Financial Holdings Company Limited 07/19/2019 Signature of Reporting Person Date /s/ Ted Angus, as Attorney-in-Fact, for Huatai International Investment Holdings Limited 07/19/2019 Signature of Reporting Person Date /s/ Ted Angus, as Attorney-in-Fact, for AssetMark Holdings LLC 07/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )AssetMark Holdings LLC ("AH LLC") conducted a distribution of 66,150,000 shares of the Issuer's common stock to AH LLC's members on a pro-rata basis in respect of their respective interests in AH LLC, for no consideration (the "Distribution"). This included a distribution of 58,998,799 shares to Huatai International Investment Holdings Limited ("HIIHL"), which is an exempt transaction pursuant to Securities and Exchange Act Rule 16a-13 as a mere change in form of ownership. The number here reflects the shares distributed to the other members of AH LLC, as to which HIIHL disclaims beneficial ownership. ( 2 )Prior to the Distribution, these shares were owned directly by AH LLC. Following this distribution, AH LLC ceased to own any shares in the Issuer and is no longer subject to Section 16. Prior to the distribution, HIIHL was a member of AssetMark Holdings LLC holding 98.6% of the equity interests therein. Huatai International Financial Holdings Company Limited ("HIFHCL") is the sole shareholder of HIIHL. Huatai Securities Co., Ltd. ("HSCL") is the sole shareholder of HIFHCL. Accordingly, prior to the Distribution, each of HSCL, HIFHCL and HIIHL was an indirect beneficial owner of the reported securities and disclaimed beneficial ownership over the reported securities except to the extent of its pecuniary interest. ( 3 )Reflects ownership of the shares distributed from AH LLC to HIIHL in the Distribution, in an exempt transaction pursuant to Securities and Exchange Act Rule 16a-13 as a mere change in form of ownership. Following the Distribution, these shares are held directly by HIIHL, and each of HSCL and HIFHCL is an indirect beneficial owner of the reported securities.

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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