Sec Form 13D Filing - Colson Eric R filing for Artisan Partners Asset Management Inc. (APAM) - 2021-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Amendment No. 16

Artisan Partners Asset Management Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

04316A-108

(CUSIP Number)

Sarah A. Johnson

875 E. Wisconsin Ave., Suite 800

Milwaukee, WI 53202

(414) 390-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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About this Amendment No. 16

This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) 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. Capitalized terms used in this Amendment No. 16 but not otherwise defined herein have the meanings given to them in the Schedule 13D as amended to date.    

This Amendment No. 16 is being made to update the number of shares subject to the Stockholders Agreement described in the Schedule 13D as amended to date and the percentage of the combined voting power attributed to those shares. Except as otherwise set forth herein, this Amendment No. 16 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D as amended to date.

(a), (b), (c), (f) The identity and background of the persons filing this Schedule (each a “Reporting Person,” and collectively, the “Reporting Persons”) is as follows:

(a) – (b)

As of March 1, 2021, 7,012,067 shares of Class A common stock of the Company and all 3,783,601 shares of Class B common stock of the Company are subject to the Stockholders Agreement. Those shares, in the aggregate, represent approximately 13.6% 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 shares subject to the Stockholders Agreement. As a result, each of the Reporting Persons may be deemed to have acquired beneficial ownership of all shares subject to the Stockholders Agreement. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the Stockholders Agreement, 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.

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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) On February 15, 2021, 475,987 restricted shares of Class A common stock held by certain employees of the Company vested. A portion of the vested shares were withheld by the Company to cover employees’ tax withholding obligations. Subsequent to the vesting date, a number of employees sold some or all of their vested shares. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the Reporting Persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez sold shares in connection with the February 15 vesting.

Pursuant to the Exchange Agreement, a number of employee-partners exchanged 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 on the dates and in the amounts set forth below. Subsequent to each exchange, some of the exchanging employee-partners sold some or all of the shares of Class A common stock received upon such exchange. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the Reporting Persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez exchanged Class B common units in connection with these exchanges.

On March 1, 2021, the Company issued 740,249 restricted shares of Class A common stock to certain of its employees, including to Mr. Daley and Mr. Ramirez who each received 9,404 restricted shares, pursuant to the Company’s 2013 Omnibus Incentive Compensation Plan. The restricted shares are subject to the Stockholders Agreement and, therefore, the Reporting Persons may be deemed to have acquired beneficial ownership of all the restricted shares issued. Each of the Reporting Persons disclaims beneficial ownership of all shares subject to the agreement, except for those shares with respect to which each Reporting Person, respectively, possesses sole dispositive power, as noted above.

On March 1, 2021, the Company closed an underwritten offering of 1,110,080 shares of its Class A common stock, consisting of 963,614 shares sold by the Company and 146,466 shares sold by a selling stockholder. The Company used all of the proceeds of the offering received from the sale of shares sold by the Company to purchase 963,614 common units of Holdings from certain limited partners, including 638,614 Class B common units from certain employee-partners. The Company did not receive any of the proceeds from the sale of shares by the selling stockholder, who is also an employee-partner. The underwriter purchased the shares of Class A common stock from the Company and the selling stockholder, respectively, at a price of $48.69 per share. None of Mr. Colson, Mr. Daley and Mr. Ramirez sold Class B common units of Holdings in connection with the offering.

In addition, since the filing of Amendment No. 15, a number of previously vested shares of Class A common stock subject to the Stockholders Agreement have been sold by certain employees of the Company. Once sold, the shares were no longer subject to the Stockholders Agreement and were no longer deemed to be beneficially owned by the reporting persons. None of Mr. Colson, Mr. Daley and Mr. Ramirez have sold shares of Class A common stock since the filing of Amendment No. 15.

(d) Except for the shares listed in the column titled Sole Power to Dispose, persons other than the Reporting Persons have the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares listed in the column titled Aggregate Number of Shares of Class A Common Stock Beneficially Owned. The information set forth under Items 3 and 6 of the Schedule 13D as amended to date is hereby incorporated by reference.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I cert ify that the information set forth in this statement is true, complete and correct.

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