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Form 4 Fifth Street Asset Manag For: Oct 29 Filed by: Berman Bernard D

October 31, 2014 7:43 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Berman Bernard D
(Last) (First) (Middle)
C/O FIFTH STREET(FSAM)
777 WEST PUTNAM AVENUE, 3RD FLOOR
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fifth Street Asset Management Inc. [ FSAM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Pres. & Chief Compliance Of
3. Date of Earliest Transaction (Month/Day/Year)
10/29/2014
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Class B common stock, par value $0.01 per share (1) 10/29/2014   J (2)   2,665,769 A (2) 2,665,769 D  
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 18.7 10/29/2014   A   384,631     (3) 10/29/2019 Class A Common Stock 384,631 $ 0 384,631 D  
Restricted Stock Units (4) 10/29/2014   A   70,591     (5)   (5) Class A Common Stock 70,591 $ 0 70,951 D  
Holdings LP Interests (6) 10/29/2014   J (7)   1,998,355     (6)   (6) Class A Common Stock 1,998,355 (7) 1,998,355 D  
Holdings LP Interests (6) 10/29/2014   J (7)   1,030,928     (6)   (6) Class A Common Stock 1,030,928 (7) 1,030,928 I By Bernard D. Berman 2012 Trust (8)
Explanation of Responses:
1. Holders of Class B common stock are not entitled to participate in dividends or other distributions made by Fifth Street Asset Management Inc. (the "Issuer"). Each share of Class B common stock entitles the holder to five (5) votes per share on matters submitted to a vote of the Issuer's common stockholders. Upon the exchange of a limited partnership interest (a "Holdings LP Interest') in Fifth Street Holdings L.P. ("Holdings") by a holder of shares of Class B common stock, or any entity controlled by such holder, for Class A common stock, a corresponding share of Class B common stock is cancelled.
2. These shares of Class B common stock were acquired as as result of the reorganization as described in the Registration Statement on Form S-1 (File No. 333-198613), as amended (the "Form S-1"), filed by the Issuer with the U.S. Securities and Exchange Commission on September 8, 2014.
3. The option vests in two equal installments on the first and second anniversaries of the date of grant.
4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock.
5. One-third of the total number of restricted stock units will vest on each of the fourth, fifth and sixth anniversaries of the date of grant.
6. Pursuant to the terms of the exchange agreement, dated as of October 29, 2014, by and among the Issuer, Holdings and the limited partners of Holdings party thereto, and subject to certain requirements and restrictions, the Holdings LP Interests are exchangeable for shares of Class A common stock on a one-for-one basis, from and after the the second anniversary of the closing of the Issuer's initial public offering. After such time, Mr. Berman will be permitted to exchange up to 20% of the remaining Holdings LP Interests that he owns on or after the second anniversary of the closing of the Issuer's initial public offering and an additional 20% of such remaining Holdings LP Interests on or after each of the next four anniversaries.
7. These Holdings LP Interests were acquired as a result of the reorganization as described in the Form S-1.
8. Represents securities held directly by the Bernard D. Berman 2012 Trust. Mr. Berman disclaims pecuniary interest in the reported securities except to the extent of his economic interest therein.
/s/ David H. Harrison as attorney-in-fact for Bernard D. Berman 10/31/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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