Sec Form 4 Filing - Hahn John @ 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 Hahn John 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Finance & Reporting (PAO) (Last) (First) (Middle) 1655 GRANT STREET, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2019 (Street) CONCORD, CA94520 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 Common Stock 07/17/2019 A 40,050( 1 ) A $ 0 40,050 D Common Stock 06/09/2020 A 3,282( 2 ) A $ 0 43,332 D Common Stock 06/10/2020 S 2,225 D( 3 ) $ 27.48 41,107 D Common Stock 06/10/2020 S 2,225 D( 3 ) $ 27.66 38,882 D Common Stock 06/10/2020 S 2,225 D( 3 ) $ 28.01 36,657 D Common Stock 07/20/2020 M 4,252 A( 3 ) $ 22 40,909 D Common Stock 07/20/2020 S 4,252 D( 3 ) $ 28 36,657 D Common Stock 02/05/2021 S 6,675 D( 3 ) $ 25.01 29,982 D Common Stock 03/08/2021 S 800 D $ 24.53 29,182 D Common Stock 03/09/2021 S 16,635 D $ 24.5 12,547 D Common Stock 03/10/2021 S 2,590 D $ 24.55 9,957 D Common Stock 06/08/2021 A 3,397( 2 ) A $ 0 13,354 D Common Stock 06/11/2021 S 301( 4 ) D $ 25.68 13,053 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 Employee Stock Option (right to buy) $ 22 07/20/2020 M 4,252 ( 5 ) 07/17/2029 Common Stock 4,252 $ 22 8,506 D Stock Appreciation Right $ 25.61 06/08/2021 A 9,701 ( 6 ) 06/08/2031 Common Stock 9,701 $ 0 9,701 D Stock Appreciation Right $ 28.48 06/09/2020 A 9,377 ( 7 ) 06/09/2030 Common Stock 9,377 $ 0 9,377 D Employee Stock Option (right to buy) $ 22 07/17/2019 A 12,758 ( 5 ) 07/17/2029 Common Stock 12,758 $ 0 12,758 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hahn John 1655 GRANT STREET 10TH FLOOR CONCORD, CA94520 SVP, Finance & Reporting (PAO) Signatures /s/ Ted F. Angus, as Attorne y-in-Fact, for John Hahn 02/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of shares subject to a Share Restriction Agreement with the Issuer that provides for transfer of all or a portion of the shares to the Issuer in the event of termination of employment prior to designated release dates. The final tranche of shares under the Share Restriction Agreement vested on November 18, 2021. ( 2 )Consists of restricted stock units that vest in four equal annual installments on the first four anniversaries of the date of grant and settle in shares of common stock of the issuer. ( 3 )This transaction was executed pursuant to a Rule 10b5-1 plan entered into by the Reporting Person. ( 4 )Reflects the number of shares of Common Stock that were sold to satisfy tax withholding requirements on vesting of restricted stock units pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's RSU Agreement, and does not represent a discretionary sale by the Reporting Person. ( 5 )The option, representing a right to purchase a total of 12,758 shares, became exerciseable in four equal installments beginning on July 18, 2020, which was the first anniversary of the date on which the option was granted. ( 6 )The stock appreciation right was granted on June 8, 2021 and vests in four equal annual installments on the first four anniversaries of the grant date. ( 7 )The stock appreciation right was granted on June 9, 2020 and vests in four equal annual installments on the first four anniversaries of the grant date. The first tranche of the grant has vested.

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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