Richard R. Hough III - May 1, 2024 Form 4 Insider Report for Silvercrest Asset Management Group Inc. (SAMG)

Role: Chairman and CEO, Director
Signature: /s/ Matthew W. Mamak / Attorney in Fact
Stock symbol: SAMG
Transactions as of: May 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/3/2024, 05:00 PM
Previous filing: May 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SAMG	Class B Common Stock, par value $0.01	Award	$0	+34.1K	+5.61%	$0.00	643K	May 1, 2024	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SAMG	Class B Units	Award	$0	+34.1K	+5.61%	$0.00	643K	May 1, 2024	Class A Common Stock, par value $0.01	34.1K		Direct	F1, F3, F4, F5
transaction	SAMG	Employee Stock Option (Right to Buy)	Award	$0	+280K		$0.00	280K	May 1, 2024	See Footnote	280K	$14.65	Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a grant of restricted stock units ("RSUs"). Each RSU represents the right to receive a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B common stock of Silvercrest Asset Management Group Inc. (the "Company"). The Class B Units are exchangeable on a one-for-one basis for Class A common stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement (the "Exchange Agreement"), dated as of June 26, 2014. Class B common stock corresponding to the Class B Units are automatically cancelled upon such conversion. Twenty-five percent of the restricted stock units granted vest and settle on each of the first, second, third and fourth anniversaries of May 1, 2024, the grant date.
F2	When the holder of a Class B Unit exchanges or forfeits such Class B Unit pursuant to the terms of the amended and restated certificate of incorporation of the Company and the second amended and restated limited partnership agreement of Silvercrest L.P. (the "Amended LPA"), each corresponding share of Class B common stock is redeemed for its par value and cancelled by the Company.
F3	Each Class B Unit is exchangeable for a share of Class A common stock of the Company, subject to the timing and volume limitations set forth in the Amended LPA.
F4	Pursuant to the Exchange Agreement, so long as the holder is employed by Silvercrest L.P., each year in the period beginning on January 2, 2014, the holder and his permitted transferees may collectively exchange for shares of Class A common stock up to the number of vested Class B units that equals 20% of all Class B units such holder and his or her permitted transferees collectively hold as of the first day of that year, in accordance with the timing restrictions described in footnote 5 below. The holder must retain at least 25% of the number of Class B units held by the holder on July 2, 2013.
F5	Holders of Class B units are permitted to sell shares of Class A common stock issued upon exchange of Class B units during the first 10-day period of the open trading window of each quarter.
F6	The options vest in three equal installments on each of the first, second and third anniversaries of May 1, 2024, the grant date.
F7	Each option is to purchase a Class B Unit in Silvercrest L.P., each of which is paired with a share of Class B Common Stock of the Company. The Class B Units are exchangeable on a one-for-one basis for Class A Common Stock of the Company upon the terms and subject to the conditions set forth in the Exchange Agreement. Class B Common Stock corresponding to the Class B Units are automatically cancelled upon such conversion.