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Filing Details

Accession Number:: 0001209191-14-041758
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-06-16 20:44:39
Reporting Period:: 2014-06-12

Filing Date:: 2014-06-16
Accepted Time:: 2014-06-16 20:44:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1517302	Artisan Partners Asset Management Inc.	APAM	Investment Advice (6282)	450969585

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1462332	Hellman & Friedman Capital Associates V, L.p.	One Maritime Plaza 12Th Floor San Francisco CA 94111	Yes	No	No	No
1462334	Hellman & Friedman Investors V, L.p.	One Maritime Plaza 12Th Floor San Francisco CA 94111	Yes	No	No	No
1462335	Hellman & Friedman Llc	One Maritime Plaza 12Th Floor San Francisco CA 94111	Yes	No	No	No
1571382	H&F Brewer Aiv, L.p.	One Maritime Plaza 12Th Floor San Francisco CA 94111	Yes	No	No	No
1571383	H&F Brewer Aiv Ii, L.p.	One Maritime Plaza 12Th Floor San Francisco CA 94111	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-06-12	1,380,966	$0.00	1,380,966	No	4	J	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2014-06-12	1,380,966	$55.12	0	No	4	S	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-06-12	921	$0.00	921	No	4	J	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2014-06-12	921	$55.12	0	No	4	S	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Acquisiton	2014-06-12	455,011	$0.00	455,011	No	4	J	Indirect	See Footnotes
Class A Common Stock, Par Value $0.01 Per Share	Disposition	2014-06-12	455,011	$55.12	0	No	4	S	Indirect	See Footnotes
Class C Common Stock, Par Value $0.01 Per Share	Disposition	2014-06-12	1,380,966	$0.00	0	No	4	J	Indirect	See Footnotes
Class C Common Stock, Par Value $0.01 Per Share	Disposition	2014-06-12	921	$0.00	0	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Price - 2
Class A Common Stock, Par Value $0.01 Per Share	Preferred Units of Artisan Partners Holdings LP	Disposition	2014-06-12	1,380,966	$0.00	$0.00
Class A Common Stock, Par Value $0.01 Per Share	Preferred Units of Artisan Partners Holdings LP	Disposition	2014-06-12	921	$0.00	$0.00
Class A Common Stock, Par Value $0.01 Per Share	Convertible Preferred Stock, par value $0.01 per share	Disposition	2014-06-12	455,011	$0.00	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01 Per Share	4,728	Indirect	See Footnotes

Footnotes

These shares represent shares of Class A common stock underlying restricted stock units of the Issuer ("RSUs") that were issued to Allen Thorpe and held by Mr. Thorpe for the benefit of Hellman & Friedman LP ("H&F LP"). The RSUs vested immediately upon issuance. The proceeds of any disposition of shares of Class A common stock underlying the RSUs will be applied against management fees otherwise payable to H&F LP by funds affiliated with H&F Brewer AIV, L.P. ("H&F AIV") and H&F Brewer AIV II, L.P. ("H&F AIV II").
These securities were owned of record by H&F AIV.
These securities were owned of record by Hellman & Friedman Capital Associates V, L.P. ("Associates V").
These securities were owned of record by H&F AIV II.
Shares of Class C common stock have voting but no economic rights (including rights to dividends and distributions upon liquidation) and were issued in an equal amount to the number of preferred limited partnership units ("Preferred Units") of Artisan Partners Holdings LP ("Artisan Partners Holdings") held.
On June 12, 2014, H&F AIV and Associates V submitted an exchange notice to the Issuer to exchange an aggregate of 1,381,887 Preferred Units (together with an equal number of shares of Class C common stock) for 1,381,887 shares of Class A common stock (the "Exchange"), H&F AIV II submitted a conversion notice to the Issuer to convert an aggregate of 455,011 shares of Convertible Preferred Stock into 455,011 shares of Class A common stock (the "Conversion"), and H&F AIV, H&F AIV II and Associates V entered into an agreement with Citigroup Global Markets Inc. ("CGMI") for the sale of an aggregate of 1,836,898 shares of Class A common stock to CGMI at a price per share equal to $55.12.
Subject to certain restrictions set forth in the exchange agreement with Artisan Partners Holding (including those intended to ensure that Artisan Partners Holdings is not treated as a "publicly traded partnership" for U.S. federal income tax purposes), holders of Preferred Units have the right to exchange Preferred Units (together with an equal number of shares of Class C common stock) either for shares of Convertible Preferred Stock on a one-for-one basis or for shares of Class A common stock at the conversion rate as described in footnote (8).
Each share of Convertible Preferred Stock is convertible into one share of Class A common stock at the applicable conversion rate, which will be one-for-one subject to adjustment to reflect the payment of any preferential distributions made in respect of Convertible Preferred Stock upon certain partial capital events pursuant to the limited partnership agreement of Artisan Partners Holdings.
H&F LLC is the sole general partner of Hellman & Friedman Investors V, L.P. ("Investors V") and Associates V. Investors V is the sole general partner of H&F AIV and H&F AIV II. As sole general partner of Investors V and Associates V, H&F LLC may be deemed to beneficially own shares of Class A common stock beneficially owned by Investors V and Associates V. As sole general partner of H&F AIV and H&F AIV II, Investors V may be deemed to beneficially own shares of Class A common stock beneficially owned by H&F AIV and H&F AIV II. Each of H&F LLC, Investors V, H&F AIV, H&F AIV II and Associates V is a director by deputization of the Issuer.
A four person investment committee of H&F LLC has power to vote or to direct the vote of, and to dispose or to direct the disposition of, shares of Class A common stock that are beneficially owned by H&F LLC, Investors V, H&F AIV, H&F AIV II and Associates V. Each member of the investment committee of H&F LLC and Mr. Thorpe disclaims beneficial ownership of such shares of Class A common stock except to the extent of any pecuniary interest held therein.
As described in footnote (1), the proceeds of any disposition of shares of Class A common stock underlying RSUs issued to Mr. Thorpe will be applied to management fees otherwise payable to H&F LP by funds affiliated with H&F AIV and H&F AIV II. As a result, H&F AIV may be deemed to have beneficial ownership of an additional 3,556 shares of Class A common stock and H&F AIV II may be deemed to have beneficial ownership of an additional 1,172 shares of Class A common stock.