Statement of Changes in Beneficial Ownership (4)
January 20 2021 - 4:10PM
Edgar (US Regulatory)
FORM 4
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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
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Taube Seth |
2. Issuer Name and Ticker or Trading Symbol
MEDLEY MANAGEMENT INC.
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MDLY
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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 |
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(Last)
(First)
(Middle)
C/O MEDLEY CAPITAL MANAGEMENT INC., 280 PARK AVENUE, 6TH FLOOR EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2021 |
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 1/19/2021 | | C | | 450000 | A | (1) | 450000 | I | By Freedom 2021 LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | 1/17/2021 | | J (1) | | | 818181 | (2) | (2) | Class A Common Stock | 818181 | $0 | 0 | I | By Trust (3) |
| Medley LLC Units | (2) | 1/17/2021 | | J (1) | | | 90909 | (2) | (2) | Class A Common Stock | 90909 | $0 | 0 | I | By LLC (4) |
| Medley LLC Units | (2) | 1/17/2021 | | J (1) | | | 90909 | (2) | (2) | Class A Common Stock | 90909 | $0 | 0 | I | By LLC (5) |
| Medley LLC Units | (2) | 1/18/2021 | | J (6) | | 499999 | | (2) | (2) | Class A Common Stock | 499999 | $0 | 499999 | I | By Freedom 2021 LLC |
| Medley LLC Units | (7) | 1/19/2021 | | C | | | 450000 | (7) | (7) | Class A Common Stock | 450000 | $0 | 49999 | I | By Freedom 2021 LLC |
| 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. |
Reporting Owners
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| 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, NY 10017 | X | X | Co-CEO and CIO |
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Signatures
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| /s/ Seth Taube | | 1/20/2021 |
| **Signature of Reporting Person | Date |
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