EVP, General Counsel Angus Ted F. returned $3,842,602 worth of shares to the company (109,010 units at $35.25), closing all direct ownership in the company (SEC Form 4)
$AMK
Investment Managers
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AssetMark Financial Holdings, Inc. [ AMK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
| Common Stock | 09/05/2024 | D(1) | 107,851(2) | D | $35.25 | 0 | D | |||
| Common Stock | 09/05/2024 | D(1) | 1,159 | D | $35.25 | 0 | I | By Child(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Employee Stock Option (right to buy) | (4) | 09/05/2024 | D | 62,095 | (4) | 07/17/2029 | Common Stock | 62,095 | (4) | 0 | D | ||||
| Stock Appreciation Right | (5) | 09/05/2024 | D | 80,377 | (5) | 06/09/2030 | Common Stock | 80,377 | (5) | 0 | D | ||||
| Stock Appreciation Right | (5) | 09/05/2024 | D | 82,703 | (5) | 06/08/2032 | Common Stock | 82,703 | (5) | 0 | D | ||||
| Stock Appreciation Right | (5) | 09/05/2024 | D | 73,171 | (5) | 06/09/2031 | Common Stock | 73,171 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of April 25, 2024, by and among AssetMark Financial Holdings, Inc., GTCR Everest Borrower, LLC and GTCR Everest Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of common stock held by the reporting person was converted automatically into the right to receive $35.25 per share in cash (the "Merger Consideration"). |
| 2. Includes shares of common stock underlying restricted stock units. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by the reporting person was canceled and converted automatically into the right to receive the Merger Consideration. |
| 3. The Reporting Person disclaims beneficial ownership of the shares held directly by his college-aged child, and this Report should not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or any other purpose. |
| 4. Pursuant to the Merger Agreement, at the Effective Time, each stock option with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each share of common stock underlying such stock option, the excess (if any) of the Merger Consideration over the applicable exercise price. |
| 5. Pursuant to the Merger Agreement, at the Effective Time, each stock appreciation right with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each stock appreciation right, the excess (if any) of the Merger Consideration over the applicable exercise price. |
| Remarks: |
| /s/ Ted F. Angus | 09/06/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||