|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B common stock | (3) (4) | 09/29/2009 | A | 3,119,994 | (3)(4) | (3)(4) | Class A common stock | 3,119,994 | $ 0.001 | 3,119,994 | I | By Pell Family Trust (5) | |||
| New Class A Units | (3) (4) | 09/29/2009 | A | 3,119,994 | (3)(4) | (3)(4) | Class A common stock | 3,119,994 | $ 0 | 3,119,994 | I | By Pell Family Trust (5) | |||
| Class B common stock | (3) (4) | 09/29/2009 | A | 5,880,006 | (3)(4) | (3)(4) | Class A common stock | 5,880,006 | $ 0.001 | 5,880,006 | D | ||||
| Class B common stock | (1) | 09/29/2009 | M | 1,200,000 | (1) | (1) | Class A common stock | 1,200,000 | $ 0 | 4,680,006 | D | ||||
| New Class A Units | (3) (4) | 09/29/2009 | A | 5,880,006 | (3)(4) | (3)(4) | Class A common stock | 5,880,006 | $ 0 | 5,880,006 | D | ||||
| New Class A Units | (1) | 09/29/2009 | M | 1,200,000 | (1) | (1) | Class A common stock | 1,200,000 | $ 0 | 4,680,006 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Pell Richard C/O ARTIO GLOBAL INVESTORS INC. 330 MADISON AVENUE NEW YORK, NY 10017 |
X | Chairman, CEO & CIO | ||
| /s/ Richard Pell | 09/29/2009 | |
| **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) | Under the Exchange Agreement (see defined below), Mr. Pell exchanged 1,200,000 of his New Class A Units (see defined below) for 1,200,000 shares of Class A common stock on September 29, 2009 (the "Initial Exchange"). In connection with the consummation of the Initial Exchange, on September 29, 2009, Mr. Pell transferred 1,200,000 New Class A Units and 1,200,000 shares of Class B common stock to the Issuer in exchange for 1,200,000 shares of the Issuer's Class A common stock. |
| (2) | On September 29, 2009, the Issuer repurchased 1,200,000 shares of its Class A common stock from Mr. Pell. |
| (3) | In addition to the Initial Exchange, pursuant to the Exchange Agreement, Mr. Pell will be permitted to exchange additional New Class A Units at any time. Any Exchange (see defined below) will generally be a taxable event for Mr. Pell. As a result, at any time following the expiration of the underwriters' lock-up (180 days after September 23, 2009, subject to extension), Mr. Pell will be permitted to sell shares of Class A common stock in connection with any Exchange in an amount necessary to generate proceeds (after deducting discounts and commissions) sufficient to cover the taxes payable on such Exchange (the amount of shares permitted to be sold determined based upon the stock price on the date of Exchange, whether or not such shares are sold then or thereafter). |
| (4) | In addition, Mr. Pell will be permitted to sell up to 20% of the remaining shares of Class A common stock that he owns (calculated assuming all New Class A Units have been Exchanged by him) on or after the first anniversary of September 23, 2009, and an additional 20% of such remaining shares of Class A common stock on or after each of the next four anniversaries. |
| (5) | Held by the Richard Pell Family Trust, a grantor retained annuity trust for which Mr. Pell serves as settlor and trustee. |
| Remarks: The Issuer entered into an exchange agreement (the "Exchange Agreement") with Mr. Pell on September 29, 2009. Pursuant to the Exchange Agreement, Mr. Pell (and certain of his permitted transferees, including the Richard Pell Family Trust) are permitted to exchange their new class A units (the "New Class A Units") in Artio Global Holdings LLC for shares of the Issuer's Class A common stock on a one-for-one basis (each such exchange, an "Exchange"), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. The New Class A Units represent membership interests in Artio Global Holdings LLC, a subsidiary of the Issuer. In connection with each Exchange, Mr. Pell must deliver to the Issuer, for cancellation, a number of shares of Class B common stock equal to the number of New Class A Units being Exchanged. | |