MDLY Medley Management Inc

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                                                                                   
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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 * Dyett John	2. Issuer Name and Ticker or Trading Symbol MEDLEY MANAGEMENT INC. [ MDLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O MEDLEY MANAGEMENT INC., 280 PARK AVENUE, 6TH FLOOR EAST	3. Date of Earliest Transaction (MM/DD/YYYY) 8/20/2020
(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
Restricted Stock Units	(1)	8/20/2020 (2)		A		94375		(3)	(3)	Class A Common Stock	94375	$0	94375	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of issuer Class A common stock.
(2)	On the transaction date, the Reporting Person delivered his election to receive 100% of his director fees for the May 2020 to May 2021 period (the "2020-21 Term") in the form of RSUs. These director fees were approved by the issuer's board of directors on August 11, 2020 (the "Grant Date") in connection with the Reporting Person's appointment to the board on such date, with RSUs being issued to the Reporting Person covering the number of shares of Class A common stock as determined by dividing the dollar amount of director fees elected by the Reporting Person to be received in RSUs (prorated to reflect the portion of the 2020-21 Term commencing with the Reporting Person's date of appointment) by the closing price of a share of Class A common stock on the Grant Date.
(3)	The restricted stock units vest on May 30, 2021, provided, however, that in the event that a change in control occurs prior to such time as the restricted stock units have fully vested, the Reporting Person shall fully vest in such portion of the restricted stock units as is determined by multiplying the number of restricted stock units by a fraction, the numerator of which is the number of days elapsed between the Grant Date and the date of the change in control and the denominator of which is 293.

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

Signatures
/s/ Nathan Bryce, as Attorney-in-Fact		8/21/2020
**Signature of Reporting Person		Date