FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fredericks John D. 		2. Issuer Name and Ticker or Trading Symbol

MEDLEY MANAGEMENT INC. [ MDLY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

C/O MEDLEY MANAGEMENT INC., 280 PARK AVENUE, 6TH FLOOR EAST 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2018
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Medley LLC Units   (1)   (1) 5/11/2018     A      9333   (1)        (1)   (1) Common Stock   9333   $0   482363   D    
Medley LLC Units   (2)   (2) 5/11/2018     A      79000   (2)        (2)   (2) Common Stock   79000   $0   561363   D    

Explanation of Responses:
(1)  Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 9,333 restricted Medley LLC Units. Pursuant to the Exchange Agreement dated September 23, 2014, among Issuer, Medley LLC and the holders of Medley LLC Units (the "Exchange Agreement"), each vested Medley LLC Unit may be exchanged for one share of Common Stock. Subject to customary acceleration provisions, these restricted Medley LLC Units vest annually in three equal installments commencing January 1, 2021.
(2)  Reporting Person is an existing member and holds Medley LLC Units. In connection with Reporting Person's services, on May 11, 2018, Reporting Person was granted 79,000 restricted Medley LLC Units. Pursuant to the Exchange Agreement, each vested Medley LLC Unit may be exchanged for one share of Common Stock. These restricted Medley LLC Units vest upon (i) termination without cause in connection with a change in control, or (ii) provided the Reporting Person has not undergone a termination prior thereto, upon (a) the occurrence of a change in control, or (b) death or disability.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fredericks John D.
C/O MEDLEY MANAGEMENT INC.
280 PARK AVENUE, 6TH FLOOR EAST
NEW YORK, NY 10017

General Counsel and Secretary

Signatures
/s/ John D. Fredericks 5/15/2018
** 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 control number.
Medley Management (NYSE:MDLY)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Medley Management Charts.
Medley Management (NYSE:MDLY)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Medley Management Charts.