Page 7 of 8 SEC Filing AMENDMENT NO. 2 TO SCHEDULE 13G This Amendment No. 2 (the “Amendment”) to Schedule 13G relating to Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Fifth Street Asset Management Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on February 13, 2015, as amended on December 4, 2015. This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”). This Amendment relates to Class A Common Stock of the Issuer held by Greenlight for the account of private investment funds and other accounts for which Greenlight acts as investment manager (or general partner of the investment manager) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities. DME GP is the general partner of DME Advisors and of DME CM. The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Class A Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any Class A Common Stock, if applicable. This Amendment is being filed to amend and restate Items 4 and 5 as follows: Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned Greenlight Inc. may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME Advisors may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME CM may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME GP may be deemed the beneficial owner of 0 shares of Class A Common Stock. David Einhorn may be deemed the beneficial owner of 0 shares of Class A Common Stock. (b) Percent of Class The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.
(c) Number of shares as to which such person has voting and dispositive power: The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Follow Fifth Street Asset Management Inc. (NASDAQ:FSAM)
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AMENDMENT NO. 2 TO SCHEDULE 13G
This Amendment No. 2 (the “Amendment”) to Schedule 13G relating to Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Fifth Street Asset Management Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “SEC”) as an amendment to the Schedule 13G filed with the SEC on February 13, 2015, as amended on December 4, 2015. This Amendment is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME Advisors and DME CM, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
This Amendment relates to Class A Common Stock of the Issuer held by Greenlight for the account of private investment funds and other accounts for which Greenlight acts as investment manager (or general partner of the investment manager) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities. DME GP is the general partner of DME Advisors and of DME CM.
The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Class A Common Stock reported herein. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any Class A Common Stock, if applicable.
This Amendment is being filed to amend and restate Items 4 and 5 as follows:
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned |
| Greenlight Inc. may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME Advisors may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME CM may be deemed the beneficial owner of 0 shares of Class A Common Stock. DME GP may be deemed the beneficial owner of 0 shares of Class A Common Stock. David Einhorn may be deemed the beneficial owner of 0 shares of Class A Common Stock. | |
| (b) | Percent of Class |
| The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. |
| (c) | Number of shares as to which such person has voting and dispositive power: The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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