Amendment: SEC Form SC 13D/A filed by AssetMark Financial Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AssetMark Financial Holdings, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

04546L106

(CUSIP Number)

Ted Angus

Executive Vice President and General Counsel

AssetMark Financial Holdings, Inc.

1655 Grant Street, 10th Floor

Concord, California 94520

(925) 521-2200

with a copy to:

Alan F. Denenberg, Esq. 

Davis Polk & Wardwell 

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 5, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 04546L106

* On September 5, 2024, AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark”), announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2024 (the “AssetMark Closing Form 8-K”) that it completed the previously announced merger of GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), with and into AssetMark (the “Merger”), with AssetMark surviving the Merger as a wholly owned subsidiary of Parent. As reported in the AssetMark Closing Form 8-K, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of AssetMark’s common stock, par value $0.001 per share (each, an “AssetMark Share”), other than certain AssetMark Shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per AssetMark Share in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. Accordingly, at the Effective Time, each AssetMark Share beneficially owned by the Reporting Person was canceled and converted into the right to receive the Merger Consideration.

CUSIP No. 04546L106

* On September 5, 2024, AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark”), announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2024 (the “AssetMark Closing Form 8-K”) that it completed the previously announced merger of GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), with and into AssetMark (the “Merger”), with AssetMark surviving the Merger as a wholly owned subsidiary of Parent. As reported in the AssetMark Closing Form 8-K, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of AssetMark’s common stock, par value $0.0001 per share (each, an “AssetMark Share”), other than certain AssetMark Shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per AssetMark Share in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. Accordingly, at the Effective Time, each AssetMark Share beneficially owned by the Reporting Person was canceled and converted into the right to receive the Merger Consideration.

CUSIP No. 04546L106

* On September 5, 2024, AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark”), announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2024 (the “AssetMark Closing Form 8-K”) that it completed the previously announced merger of GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), with and into AssetMark (the “Merger”), with AssetMark surviving the Merger as a wholly owned subsidiary of Parent. As reported in the AssetMark Closing Form 8-K, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of AssetMark’s common stock, par value $0.001 per share (each, an “AssetMark Share”), other than certain AssetMark Shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per AssetMark Share in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. Accordingly, at the Effective Time, each AssetMark Share beneficially owned by the Reporting Person was canceled and converted into the right to receive the Merger Consideration.

CUSIP No. 04546L106

* On September 5, 2024, AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark”), announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2024 (the “AssetMark Closing Form 8-K”) that it completed the previously announced merger of GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), with and into AssetMark (the “Merger”), with AssetMark surviving the Merger as a wholly owned subsidiary of Parent. As reported in the AssetMark Closing Form 8-K, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of AssetMark’s common stock, par value $0.001 per share (each, an “AssetMark Share”), other than certain AssetMark Shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per AssetMark Share in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. Accordingly, at the Effective Time, each AssetMark Share beneficially owned by the Reporting Person was canceled and converted into the right to receive the Merger Consideration.

CUSIP No. 04546L106

* On September 5, 2024, AssetMark Financial Holdings, Inc., a Delaware corporation (“AssetMark”), announced in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2024 (the “AssetMark Closing Form 8-K”) that it completed the previously announced merger of GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”), with and into AssetMark (the “Merger”), with AssetMark surviving the Merger as a wholly owned subsidiary of Parent. As reported in the AssetMark Closing Form 8-K, at the effective time of the Merger (the “Effective Time”), each of the issued and outstanding shares of AssetMark’s common stock, par value $0.001 per share (each, an “AssetMark Share”), other than certain AssetMark Shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per AssetMark Share in cash (the “Merger Consideration”), without interest and less applicable withholding taxes. Accordingly, at the Effective Time, each AssetMark Share beneficially owned by the Reporting Person was canceled and converted into the right to receive the Merger Consideration.

Responses to each item of this statement on Schedule 13D are incorporated by reference into the

response to each other item, as applicable.

Item 1. Security and Issuer.

This Amendment No. 2 (“Amendment No. 2”) to the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 26, 2019, as amended by Amendment No. 1 filed with the Commission on July 31, 2019 (as amended, the “Statement”), relates to the common stock, par value $0.001 per share (the “Common Stock”), of AssetMark Financial Holdings, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 1655 Grant Street, 10th Floor, Concord, California 94520. As discussed below, the Issuer’s shares of Common Stock ceased to trade on The New York Stock Exchange (“NYSE”) under the ticker symbol “AMK” on September 5, 2024. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.

Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Statement. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Statement.

Item 2. Identity and Background.

The response set forth in Item 2 of the Statement is hereby amended by deleting Schedule A in its entirety and replacing it with Schedule A attached.

(d) - (e) During the last five years, neither the Reporting Person nor any person named in Schedule A has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each of the individuals referred to in Schedule A is set forth on Schedule A.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented to include the following:

As previously disclosed in the Current Report on Form 8-K filed with the Commission on April 25, 2024 (the “AssetMark Closing Form 8-K”), the Issuer entered into an Agreement and Plan of Merger, dated as of April 25, 2024 (the “Merger Agreement”) with GTCR Everest Borrower, LLC, a Delaware limited liability company (“Parent”) and GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). On September 5, 2024, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each of the issued and outstanding share of the Common Stock, other than certain shares specified in the AssetMark Closing Form 8-K, was canceled and converted into the right to receive $35.25 per share, in cash (the “Merger Consideration”), without interest and less applicable withholding taxes.

Accordingly, at the Effective Time, each share of Common Stock owned by the Reporting Persons immediately prior to the Effective Time was converted into the right to receive the Merger Consideration. As a result of the Merger, the Reporting Persons no longer beneficially own any Common Stock.

In connection with the consummation of the Merger, the NYSE filed with the Commission a Notification of Removal from Listing and Registration on Form 25 delisting all Common Stock from NYSE and deregistering the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 5. Interest in Securities of the Issuer.

Items 5(a) – (c) of the Statement are hereby amended and restated in their entirety as follows:

(a) – (c). On September 5, 2024, the NYSE filed a Form 25 and the shares of Common Stock were canceled pursuant to the transactions discussed in Item 4. The Issuer expects to file a Form 15 in order to delist and deregister all shares of Common Stock. Pursuant to the transactions discussed in Item 4, all Reporting Persons ceased to own any equity securities of the Issuer. Other than as described herein and elsewhere in the Statement, the Reporting Persons have not affected any transactions in the Common Stock during the past 60 days.

Item 5(e) of the Statement is hereby amended and restated in its entirety as follows:

(e) As of the Effective Time, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented by adding the following information:

The information set forth or incorporated in Item 4 is hereby incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: September 5, 2024

Schedule A

Directors and Executive Officers of

Huatai Securities Co., Ltd.

The following table sets forth certain information with respect to the directors and executive officers of Huatai Securities Co., Ltd. The business address of each director and executive officer of Huatai Securities Co., Ltd. is No. 228 Middle Jiangdong Road, Nanjing, Jiangsu Province, F12, 210019.

Directors and Executive Officers of

Huatai International Financial Holdings Company Limited

The following table sets forth certain information with respect to the directors and executive officers of Huatai International Financial Holdings Company Limited. The business address of each director and executive officer of Huatai International Financial Holdings Company Limited is 62/F., The Center, 99 Queen’s Road Central, Hong Kong.

Directors and Executive Officers of

Huatai Financial Holdings (Hong Kong) Limited

The following table sets forth certain information with respect to the directors and executive officers of Huatai Financial Holdings (Hong Kong) Limited. The business address of each director and executive officer of Huatai Financial Holdings (Hong Kong) Limited is 62/F., The Center, 99 Queen’s Road Central, Hong Kong.

Directors and Executive Officers of

Huatai International Finance Limited

The following table sets forth certain information with respect to the directors and executive officers of Huatai International Finance Limited. The business address of each director and executive officer of Huatai International Finance Limited is 62/F., The Center, 99 Queen’s Road Central, Hong Kong.

Directors and Executive Officers of

Huatai International Investment Holdings Limited

The following table sets forth certain information with respect to the directors and executive officers of Huatai International Investment Holdings Limited. The business address of each director and executive officer of Huatai International Investment Holdings Limited is 62/F., The Center, 99 Queen’s Road Central, Hong Kong.