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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GABELLI MARIO J C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER RYE, NY 10580 |
X | X | Chairman & CEO | |
GGCP, INC. 140 GREENWICH AVENUE GREENWICH, CT 06830 |
X | |||
GGCP Holdings LLC 140 GREENWICH AVENUE GREENWICH, CT 06830 |
X |
/s/ Douglas R. Jamieson, Attorney-in-Fact for Mario J. Gabelli | 12/01/2015 | |
**Signature of Reporting Person | Date | |
/s/ Douglas R. Jamieson, Attorney-in-Fact for GGCP, Inc. | 12/01/2015 | |
**Signature of Reporting Person | Date | |
/s/ Douglas R. Jamieson, Attorney-in-Fact for GGCP Holdings, LLC | 12/01/2015 | |
**Signature of Reporting Person | Date |
* | 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 advance of the spin-off of Associated Capital Group, Inc. ("ACG") from the Issuer on November 30, 2015 (the "Spin-Off"), on November 27, 2015, the issuer sold Gabelli Securities, Inc. ("GSI") 4,393,055 shares of Class A common stock in exchange for a note from GSI in the principal amount of $149,999,984.36 (the "GSI Note"). The GSI Note was contributed to ACG and GSI became a majority-owned subsidiary of ACG on November 30, 2015 in connection with the Spin-Off. Mario J. Gabelli is the Chairman and CEO of ACG and controls a majority of ACG's voting power through his direct ownership of ACG's common stock and his position as CEO, a Director and the controlling shareholder GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of ACG's voting power. |
(2) | Accordingly, Mario J. Gabelli may be deemed to have beneficial ownership of the 4,393,055 shares of Class A common stock acquired directly by GSI on November 27, 2015. Each of the reporting person disclaims beneficial ownership of the shares reported herein, except to the extent of their pecuniary interest in such shares. |