Edgar Filing: Artisan Partners Asset Management Inc.

Ownership Submission

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ZIEGLER ANDREW A

2. Issuer Name and Ticker or Trading Symbol
Artisan Partners Asset Management Inc. [APAM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ARTISAN PARTNERS ASSET MGMT INC., 875 E. WISCONSIN AVE, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2015

(Street)

MILWAUKEE, WI 53202

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 C Common Stock, par value $0.01 per share ⁽¹⁾	03/09/2015		D⁽²⁾		1,227,525 ⁽²⁾ ⁽³⁾	D	$ 0	6,955,973	I	By Artisan Investment Corporation ⁽⁴⁾

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)

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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class D Common Units of Artisan Partners Holdings LP

⁽²⁾

03/09/2015

D⁽²⁾

1,227,525 ⁽²⁾ ⁽³⁾

⁽³⁾

Class A Common Stock, par value $0.01 per share

1,227,525

$ 46.08 ⁽²⁾

6,995,973

By Artisan Investment Corporation ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ZIEGLER ANDREW A C/O ARTISAN PARTNERS ASSET MGMT INC. 875 E. WISCONSIN AVE, SUITE 800 MILWAUKEE, WI 53202	X	X
ARTISAN INVESTMENT CORP 875 E. WISCONSIN AVENUE, SUITE 800 MILWAUKEE, WI 53202		X
ZFIC, Inc. 875 E. WISCONSIN AVENUE, SUITE 800 MILWAUKEE, WI 53202		X
ZIEGLER CARLENE M 875 E. WISCONSIN AVENUE, SUITE 800 MILWAUKEE, WI 53202		X

Signatures

/s/ Lisa A. Moran, attorney-in-fact for Andrew A. Ziegler		03/10/2015
^**Signature of Reporting Person		Date
/s/ Lisa A. Moran, attorney-in-fact for Artisan Investment Corp		03/10/2015
^**Signature of Reporting Person		Date
/s/ Lisa A. Moran, attorney-in-fact for ZFIC, Inc		03/10/2015
^**Signature of Reporting Person		Date
/s/ Lisa A. Moran, attorney-in-fact for Carlene M. Ziegler		03/10/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	In connection with the initial public offering of Artisan Partners Asset Management Inc. (the "Company") and the related reorganization transactions, on March 12, 2013, Artisan Investment Corporation ("AIC") received a number of shares of Class C common stock, par value $0.01 per share ("Class C Common Stock"), of the Company equal to the number of Class D common units ("Class D Common Units") then held by AIC. Shares of Class C Common Stock have no economic rights.
(2)	On March 9, 2015, pursuant to the Partnership Unit Purchase Agreement dated February 19, 2015, by and between the Company and AIC, the Company purchased 1,227,525 Class D Common Units from AIC for $46.08 per unit and AIC delivered to the Company an equal number of shares of Class C Common Stock for cancellation.
(3)	Pursuant to the Exchange Agreement among the Company and each holder of limited partnership units of Artisan Partners Holdings LP (the "Exchange Agreement"), dated March 12, 2013, AIC has the right, pursuant to and subject to the limitations and restrictions set forth in the Exchange Agreement, to exchange its Class D Common Units for an equal number of shares of Class A common stock, par value $0.01 per share ("Class A Common Stock"), of the Company. Upon any such exchange for Class A Common Stock, the corresponding shares of Class C Common Stock then owned by AIC will be cancelled. The Class D Common Units have no expiration date.
(4)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.