Sec Form 4 Filing - Berman Bernard D @ Fifth Street Asset Management Inc. - 2017-01-04

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
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)
Co-President and CCO
(Last) (First) (Middle)
777 WEST PUTNAM AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2017
(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 01/04/2017 C( 1 ) 351,710 A 351,710 D
Class A Common Stock, $0.01 par value per share 01/04/2017 C( 1 ) 181,443 A 181,443 I See footnote ( 2 )
Class B Common Stock, $0.01 par value per share 01/04/2017 D( 1 ) 533,153 D 2,132,616 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 ) 01/04/2017 C( 1 ) 351,710 ( 3 ) ( 3 ) Class A Common Stock 351,710 $ 0 1,408,044 ( 4 ) D
Holdings LP Interests ( 1 ) 01/04/2017 C( 1 ) 181,443 ( 3 ) ( 3 ) Class A Common Stock 181,443 $ 0 725,774 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Berman Bernard D
777 WEST PUTNAM AVENUE, 3RD FLOOR
GREENWICH, CT06830
Co-President and CCO
Signatures
/s/ Kerry S. Acocella, as attorney-in-fact for Bernard D. Berman 01/06/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 4, 2017, the applicable holder, 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 submitted to the Issuer a corresponding amount of Class B common stock for cancellation.
( 2 )The securities are held by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.
( 3 )Pursuant to 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"), and subject to certain requirements and restrictions, the Holdings LP Interests are exchangeable for shares of Class A common stock on a one-for-one basis, from and after the the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Berman will be permitted to exchange up to 20% of the remaining Holdings LP Interests that he owns on or after the second anniversary of the closing of the Issuer's initial public offering and an additional 20% of such remaining Holdings LP Interests on or after each of the next four anniversaries.
( 4 )Total includes 1,202 Holdings LP Interests purchased in September 2016 from a limited partner terminating his employment.

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* 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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