Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 045528106

1.

Names of Reporting Persons
E.S. Barr & Company

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Kentucky

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
7,225

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,225

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.118%(1)

12.

Type of Reporting Person (See Instructions)
IA

CUSIP No. 045528106

1.

Names of Reporting Persons
Edward S. Barr

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Kentucky

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
7,225

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,225

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.118%(2)

12.

Type of Reporting Person (See Instructions)
HC, IN

CUSIP No. 045528106

1.

Names of Reporting Persons
E.S. Barr Holdings, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Kentucky

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
7,225

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,225

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0.118%(3)

12.

Type of Reporting Person (See Instructions)
HC

Item 1.

(a)

Name of Issuer:
Associated Capital Group, Inc.

(b)

Address of Issuers Principal Executive Offices:
One Corporate Center

Rye, NY 10580-1422

Item 2.

(a)

Name of Person Filing:
E.S. Barr & Company

Edward S. Barr

E.S. Barr Holdings, LLC

(b)

Address of Principal Business Office or, if none, Residence:
The business address for each reporting person is:

1999 Richmond Road

Suite 1B

Lexington, KY 40502

(c)

Citizenship:
E.S. Barr & Company is a corporation organized under the laws of the Commonwealth of Kentucky

Edward S. Barr is a citizen of the United States of America

E.S. Barr Holdings, LLC is a limited liability company organized under the laws of the Commonwealth of Kentucky

(d)

Title of Class of Securities:
Class A Common Stock

(e)

CUSIP Number:
045528106

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

E.S. Barr & Company

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

x

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Edward S. Barr

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

E.S. Barr Holdings, LLC

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

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:   

E.S. Barr & Company:

7,225

Edward S. Barr:

7,225

E.S. Barr Holdings, LLC:

7,225

(b)

Percent of class:   

E.S. Barr & Company

0.118

%

Edward S. Barr

0.118

%

E.S. Barr Holdings, LLC

0.118

%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote:   

E.S. Barr & Company

0 shares

Edward S. Barr

0 shares

E.S. Barr Holdings, LLC

0 shares

(ii)

Shared power to vote or to direct the vote:    

E.S. Barr & Company

0 shares

Edward S. Barr

0 shares

E.S. Barr Holdings, LLC

0 shares

(iii)

Sole power to dispose or to direct the disposition of:   

E.S. Barr & Company

0 shares

Edward S. Barr

0 shares

E.S. Barr Holdings, LLC

0 shares

(iv)

Shared power to dispose or to direct the disposition of:   

E.S. Barr & Company

7,225 shares

Edward S. Barr

7,225 shares

E.S. Barr Holdings, LLC

7,225 shares

7,225 shares of Issuer Class A Common Stock (or 0.118% of the outstanding shares of Issuer Class A Common Stock) are held in the aggregate in numerous accounts of clients of E.S. Barr & Company (the Investment Adviser), a registered investment adviser which has the power to direct the disposition of such shares (collectively, the Client Shares).

E.S. Barr Holdings, LLC (the Holding Company) owns all outstanding shares of Common Stock of the Investment Adviser.

Edward S. Barr is the President and a Director of the Investment Adviser and is a Manager and majority equity holder of the Holding Company.

The Holding Company and Mr. Barr disclaim beneficial ownership of any shares of Issuer Class A Common Stock not held of record by them.

Item 5.

Ownership of Five Percent or Less of a Class

As of the date hereof, each of the reporting persons has ceased to be the beneficial owner of more than five percent (5%) of the class of securities.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Persons

See Exhibits 1 and 2.

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

Item 10.

Certification

By signing below, each of E.S. Barr & Company, Edward S. Barr and E.S. Barr Holdings, LLC certifies that, to the best of such reporting persons knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

E.S. Barr & Company

By:

/s/ Edward S. Barr

Edward S. Barr

President

/s/ Edward S. Barr

Edward S. Barr

E.S. Barr Holdings, LLC

By:

/s/ Edward S. Barr

Edward S. Barr

Manager