|
|
|
|
|
| CUSIP No. 04316A-108 |
|
SCHEDULE 13D |
|
Page
5
of 8 |
About this Amendment No. 20
This Amendment No. 20 to Schedule 13D (“Amendment No. 20”) amends the statement on Schedule 13D relating to the
Class A common stock of Artisan Partners Asset Management Inc. (the “Company”) filed by the Reporting Persons with the Securities and Exchange Commission on March 12, 2014, as amended from time to time (the “Schedule
13D”). Capitalized terms used in this Amendment No. 20 but not otherwise defined herein have the meanings given to them in the Schedule 13D.
This Amendment No. 20 is being made to report a decrease in the number of shares subject to the Stockholders Agreement described in the
Schedule 13D and the percentage of the combined voting power attributed to those shares. Except as otherwise set forth herein, this Amendment No. 20 does not modify any of the information previously reported by the Reporting Persons in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) – (b)
As of
August 2, 2024, 6,511,945 shares of Class A common stock of the Company and all 1,579,068 shares of Class B common stock of the Company are subject to the Stockholders Agreement (the “Covered Shares”). Those shares, in the
aggregate, represent approximately 11.3% of the combined voting power of the Company’s outstanding common stock. Each of the Reporting Persons is a member of the three-person Stockholders Committee that has the power to vote the Covered Shares.
As a result, each of the Reporting Persons may be deemed to have acquired beneficial ownership of all Covered Shares. Each of the Reporting Persons disclaims beneficial ownership of all Covered Shares, except for those shares with respect to which
each Reporting Person, respectively, possesses sole dispositive power as noted below. The Stockholders Agreement is described in greater detail in, and filed as an exhibit to, the Schedule 13D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name |
|
Aggregate
Number of Shares
of Class A
Common Stock
Beneficially
Owned |
|
|
Percentage of
Outstanding
Class A
Common
Stock |
|
|
Sole
Voting
Power |
|
|
Shared
Voting
Power |
|
|
Sole Power
to Dispose |
|
|
Shared Power to
Dispose |
|
| Eric R. Colson |
|
|
8,091,013 |
|
|
|
11.3 |
% |
|
|
0 |
|
|
|
8,091,013 |
|
|
|
736,914 |
|
|
|
0 |
|
| Charles J. Daley, Jr. |
|
|
8,091,413 |
|
|
|
11.3 |
% |
|
|
400 |
|
|
|
8,091,013 |
|
|
|
153,605 |
|
|
|
0 |
|
| Gregory K. Ramirez |
|
|
8,092,413 |
|
|
|
11.3 |
% |
|
|
1,400 |
|
|
|
8,091,013 |
|
|
|
167,245 |
|
|
|
0 |
|
The percentages in the column titled Percentage of Outstanding Class A Common Stock are calculated in
accordance with Rule 13d-3(d)(1)(i) and thereby represent each Reporting Person’s aggregate number of shares of Class A common stock beneficially owned, divided by the sum of the total number of
outstanding shares of Class A common stock and the number of shares of Class A common stock that would be issued upon exchange of the shares of Class B common stock deemed to be beneficially owned by the Reporting Person. Each share
of Class B common stock corresponds to a Class B common unit of Holdings, which, together with the corresponding Class B common unit, is exchangeable for one share of Class A common stock, subject to certain restrictions and
conditions.
(c)
The
Company canceled and retired 5,382 and 15,315 restricted shares of Class A common stock previously granted to employees of Artisan Partners Limited Partnership, in connection with the employees’ retirement from the firm on July 1, 2024 and
July 31, 2024, respectively. Separately, on August 1, 2024, the Company issued 4,642 restricted shares of Class A common stock to a new employee of Artisan Partners Limited Partnership, pursuant to the Company’s 2023 Omnibus Incentive
Compensation Plan. Shares of common stock that have been granted to employees of the Company’s subsidiaries remain subject to the Stockholders Agreement until such time as they have vested and are sold. In the 60 days prior to the filing of
this Amendment No. 20, approximately 6,000 Covered Shares were sold in the open market by an employee of the firm. None of Mr. Colson, Mr. Daley, nor Mr. Ramirez transacted in Covered Shares during this 60-day period.
On August 1, 2024, pursuant to the Exchange Agreement, an employee-partner
exchanged 111,213 Class B common units of Holdings (along with a corresponding number of shares of Class B common stock, which were canceled) for an equal number of shares of Class A common stock. Subsequent to the exchange, some or
all of the shares of Class A common stock received upon such exchange may be sold in the open market. None of Mr. Colson, Mr. Daley, nor Mr. Ramirez exchanged Class B common units in connection with the exchange.
-5-