Edgar Filing: Silvercrest Asset Management Group Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ESTATE OF G. MOFFETT COCHRAN

2. Issuer Name and Ticker or Trading Symbol
Silvercrest Asset Management Group Inc. [SAMG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P., H E JAMES, 345 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2015

(Street)

NEW YORK, NY 10154

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01 ⁽²⁾ ⁽³⁾	02/28/2015		J⁽¹⁾⁽²⁾⁽³⁾		11,246 ⁽¹⁾ ⁽²⁾ ⁽³⁾	A	⁽²⁾ ⁽³⁾	911,246 ⁽¹⁾ ⁽²⁾	D
Class B Common Stock, par value $0.01 ⁽¹⁾ ⁽²⁾ ⁽³⁾	02/28/2015		J⁽¹⁾⁽²⁾⁽³⁾		11,246 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D	⁽²⁾ ⁽³⁾	0	D

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Units ⁽²⁾ ⁽³⁾

$ 0.01

02/28/2015

J⁽²⁾⁽³⁾

11,246 ⁽²⁾ ⁽³⁾

⁽²⁾⁽³⁾

Class A Common Stock, par value $0.01

11,246 ⁽²⁾

⁽²⁾ ⁽³⁾

11,246

Class B Units ⁽²⁾ ⁽³⁾

$ 0.01

02/28/2015

J⁽²⁾⁽³⁾

11,246 ⁽²⁾ ⁽³⁾

⁽²⁾⁽³⁾

Class A Common Stock, par value $0.01

11,246 ⁽²⁾

⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESTATE OF G. MOFFETT COCHRAN C/O THE BLACKSTONE GROUP L.P., H E JAMES 345 PARK AVENUE NEW YORK, NY 10154		X

Signatures

/s/ Hamilton E. James		03/02/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Each Class B Unit of Silvercrest L.P. is paired with a share of Class B Common Sock. Whenever a Class B Unit is exchanged for a share of Class A Common Stock, a share of Class B Common Stock is fofeited and redeemed by the Corporation for its par value.
(2)	Pursuant to the second amendment and restatement of Silvercrest L.P.'s limited partnership agreement dated as of November 13, 2012 (the "Amended LPA") and effective as of June 26, 2013, among the Corporation as the general partner post-reorganization of Silvercrest L.P., Silvercrest GP LLC, as the general partner pre-reorganization of Silvercrest L.P., the holders of certain units of Silvercrest L.P. and the holders of such reclassified units of Silvercrest L.P., all Class B Units held by a holder are automatically converted into Class A Common Stock upon the death of the holder. Mr. Cochran passed away on November 18, 2013.
(3)	Represents Class B units issued to the holder upon the vesting of performance units. Silvercrest Asset Management Group LLC ("SAMG LLC") awarded to its principals deferred equity units and performance units in 2010. Performance units are exercisable for Class B units of Silvercrest L.P. SAMG LLC granted to each employee who received an award of deferred equity units, a number of performance units which became exercisable for one (1) Class B unit for every two (2) Class B units issued upon vesting of the deferred equity units awarded to each principal in 2010, subject to certain holding requirements as set forth in the unit award agreements.
Remarks: Hamilton E. James is an executor of the Estate of G. Moffett Cochran (the "Estate"), with authority to execute this form.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.