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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class D Common Units of Artisan Partners Holdings LP | (3) | 03/12/2013 | A(3) | 9,627,644 | (3) | (3) | Class A Common Stock | 9,627,644 | (3) | 9,627,644 | I | By Artisan Investment Corporation (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZIEGLER ANDREW A C/O ARTISAN PARTNERS ASSET MANAGEMENT INC. 875 E. WISCONSIN AVE, SUITE 800 MILWAUKEE, WI 53202 |
X | X | EXECUTIVE CHAIRMAN | |
ARTISAN INVESTMENT CORP 875 E WISCONSIN AVE SUITE 800 MILWAUKEE, WI 53202 |
X | X | ||
ZFIC, Inc. 875 E WISCONSIN AVE SUITE 800 MILWAUKEE, WI 53202 |
X | X | ||
ZIEGLER CARLENE M 875 E WISCONSIN AVE SUITE 800 MILWAUKEE, WI 53202 |
X | X |
/s/ Lisa A. Moran, attorney-in-fact for Andrew A. Ziegler | 03/12/2013 | |
**Signature of Reporting Person | Date | |
/s/ Lisa A. Moran, attorney-in-fact for Artisan Investment Corporation | 03/12/2013 | |
**Signature of Reporting Person | Date | |
/s/ Lisa A. Moran, attorney-in-fact for ZFIC, Inc. | 03/12/2013 | |
**Signature of Reporting Person | Date | |
/s/ Lisa A. Moran, attorney-in-fact for Carlene Ziegler | 03/12/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On March 12, 2013, Artisan Investment Corporation ("AIC") received a number of shares of Class C Common Stock of Artisan Partners Asset Management Inc. (the "Company") equal to the number of Class D Common Units held by AIC. Shares of Class C Common Stock do not have economic rights. |
(2) | These shares and units, as applicable, are owned directly by AIC. All of the outstanding capital stock of AIC is owned directly by ZFIC, Inc. The reporting person and his spouse own all of the voting shares of ZFIC, Inc. The nonvoting shares of ZFIC, Inc. are owned by trusts, the sole beneficiaries of which are immediate family members of the reporting person. |
(3) | Each Class D Common Unit of Artisan Partners Holdings LP ("Holdings") became exchangeable for one share of Class A Common Stock of the Company upon effectiveness of the Fourth Amended and Restated Limited Partnership Agreement of Holdings and an Exchange Agreement among the Company and each holder of limited partnership units of Holdings (the "Exchange Agreement"), each of which became effective on the closing of the Company's IPO. Pursuant to the Exchange Agreement, following the first anniversary of the closing date of the IPO, each holder of Class D Common Units will have the right, pursuant to and subject to the limitations and restrictions set forth in the Exchange Agreement, to exchange his, her or its Class D Common Units for an equal number of shares of Class A Common Stock of the Company. Upon any exchange for Class A Common Stock, the corresponding shares of Class C Common Stock then owned by such holder will be cancelled. The Class D Common Units have no expiration date. |