Sec Form 4 Filing - Berman Bernard D @ Fifth Street Asset Management Inc. - 2017-10-16

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 Berman Bernard D 2. Issuer Name and Ticker or Trading Symbol Fifth Street Asset Management Inc. [ FSAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CCO (Last) (First) (Middle) C/O FIFTH STREET (FSAM), 777 WEST PUTNAM AVENUE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/16/2017 (Street) GREENWICH, CT06830 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, $0.01 par value per share 10/16/2017 M( 1 ) 988,678 A 1,340,388 D Class A Common Stock, $0.01 par value per share 10/16/2017 M( 1 ) 502,801 A 684,244 I By Bernard D. Berman 2012 Trust ( 2 ) Class B Common Stock, $0.01 par value per share 10/16/2017 D( 1 ) 1,491,479 A 641,137 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 Holdings LP Interests ( 1 ) 10/16/2017 M( 1 ) 988,678 ( 3 ) ( 3 ) Class A Common Stock 988,678 $ 0 438,441 D Holdings LP Interests ( 1 ) 10/16/2017 M( 1 ) 502,801 ( 3 ) ( 3 ) Class A Common Stock 502,801 $ 0 222,973 I By Bernard D. Berman 2012 Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Berman Bernard D C/O FIFTH STREET (FSAM) 777 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH, CT06830 President and CCO Signatures /s/ Bernard D. Berman 10/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 16, 2017, Mr. Berman and the Bernard D. Berman 2012 Trust, pursuant to the Exchange Agreement (as defined below), exchanged limited partnership interests ("Holdings LP Interests") of Fifth Street Holdings L.P. ("Holdings") for shares of the Issuer's Class A common stock on a one-for-one basis. Pursuant to the Exchange Agreement, upon an exchange of the Holdings LP Interests for Class A common stock, Mr. Berman caused to be submitted to the Issuer a corresponding amount of Class B common stock for cancellation. ( 2 )Represents securities held directly by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 3 )Mr. Berman is permitted to exchange the remaining Holdings LP Interests in accordance with the terms of the exchange agreement, dated as of October 29, 2014, by and among the Issuer, Holdings and the limited partners of Holdings party thereto (the "Exchange Agreement"), subject to the requirements of the Cutback Agreement, dated as of September 26, 2017, among the Issuer, Holdings and the limited partners of Holdings party thereto.

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).

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