Sec Form 4 Filing - Taube Seth @ MEDLEY MANAGEMENT INC. - 2021-01-17

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 Taube Seth 2. Issuer Name and Ticker or Trading Symbol MEDLEY MANAGEMENT INC. [ MDLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-CEO and CIO (Last) (First) (Middle) C/O MEDLEY CAPITAL MANAGEMENT INC., 280 PARK AVENUE, 6TH FLOOR EAST 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2021 (Street) NEW YORK, NY10017 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 Class A Common Stock 01/19/2021 C 450,000 A 450,000 I By Freedom 2021 LLC

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 Medley LLC Units ( 2 ) 01/17/2021 J( 1 ) 818,181 ( 2 ) ( 2 ) Class A Common Stock 818,181 $ 0 0 I By Trust ( 3 ) Medley LLC Units ( 2 ) 01/17/2021 J( 1 ) 90,909 ( 2 ) ( 2 ) Class A Common Stock 90,909 $ 0 0 I By LLC ( 4 ) Medley LLC Units ( 2 ) 01/17/2021 J( 1 ) 90,909 ( 2 ) ( 2 ) Class A Common Stock 90,909 $ 0 0 I By LLC ( 5 ) Medley LLC Units ( 2 ) 01/18/2021 J( 6 ) 499,999 ( 2 ) ( 2 ) Class A Common Stock 499,999 $ 0 499,999 I By Freedom 2021 LLC Medley LLC Units ( 7 ) 01/19/2021 C 450,000 ( 7 ) ( 7 ) Class A Common Stock 450,000 $ 0 49,999 I By Freedom 2021 LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Taube Seth C/O MEDLEY CAPITAL MANAGEMENT INC. 280 PARK AVENUE, 6TH FLOOR EAST NEW YORK, NY10017 X X Co-CEO and CIO Signatures /s/ Seth Taube 01/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities were distributed pursuant to court approval of a marital settlement order for a divorce. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife. ( 2 )Pursuant to the terms of an exchange agreement, each Class A Unit of Medley is exchangeable for one share of Class A Common Stock of Medley Management Inc on a one-for-one basis and have no expiration date. ( 3 )These securities were held by a trust for which the reporting person serves as a trustee. ( 4 )These securities were held by a limited liability company, for which reporting person served as the managing member. ( 5 )These securities were held by a limited liability company, for which reporting person served as the managing member. ( 6 )Subsequent to and in connection with the court approval of a marital settlement agreement for a divorce, all Class A Medley LLC Units were transferred to a trust where reporting person is the sole trustee and beneficiary which trust then contributed the LLC Units to Freedom 2021 LLC. ( 7 )Each Class A Unit of Medley LLC was exchanged for one share of Class A Common Stock of Medley Management Inc. The Medley LLC Units were convertible at any time on a one-for-one basis and had no expiration date.

Remarks: Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

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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