Statement of Changes in Beneficial Ownership (4)
May 29 2020 - 4:15PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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GABELLI MARIO J |
2. Issuer Name and Ticker or Trading Symbol
Associated Capital Group, Inc.
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AC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman |
(Last)
(First)
(Middle)
C/O GAMCO INVESTORS, INC, ONE CORPORATE CENTER |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2020 |
(Street)
RYE, NY 10580
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/21/2020 | | G | | 10000 | D | $0 | 10000 | D | |
Class A Common Stock | 4/29/2020 | | G | | 10000 | D | $0 | 0 | D | |
Class A Common Stock | 5/28/2020 | | A(1) | | 20000 | A | $0 | 20000 | D | |
Class A Common Stock | | | | | | | | 77165 | I | By: GGCP, Inc. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Class B Common Stock | (2) | 5/28/2020 | | D (1) | | | 20000 | (2) | (2) | Class A Common Stock | (2) | (2) | 18705673 | I | See Footnote (3) |
Explanation of Responses: |
(1) | Mr. Gabelli exchanged with the Issuer shares of Class B Common Stock for an equal number of shares of Class A Common Stock. These transactions were effected pursuant to Rule 16b-3 under the Securities Act of 1934 for the purpose of exempting such acquisition and disposition. |
(2) | The Class B Common Stock of the Issuer is convertible at the option of the holder on a one-for-one basis into Class A Common Stock of the Issuer and has no expiration date. |
(3) | Mario J. Gabelli is the Chairman and CEO of GAMCO and controls a majority of GAMCO's voting power through his direct ownership of GAMCO common stock and his position as CEO, a Director and the controlling shareholder GGCP, Inc., which, through its intermediate subsidiary GGCP Holdings, LLC, controls a majority of the GAMCO's voting power. Mario J. Gabelli beneficially owns 18,423,741 shares of the Issuer's Class B Common Stock through GGCP Holdings LLC and 281,932 shares of the Issuer's Class B Common Stock directly. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GABELLI MARIO J C/O GAMCO INVESTORS, INC ONE CORPORATE CENTER RYE, NY 10580 | X | X | Executive Chairman |
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GGCP, INC. 191 MASON STREET GREENWICH, CT 06830 |
| X |
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GGCP Holdings LLC 191 MASON STREET GREENWICH, CT 06830 |
| X |
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Signatures
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/s/ Douglas R. Jamieson, Attorney-In-Fact for MARIO J. GABELLI, GGCP, INC., and GGCP HOLIDNGS, LLC | | 5/29/2020 |
**Signature of Reporting Person | Date |
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