FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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GABELLI MARIO J |
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2. Issuer Name and Ticker or Trading Symbol Associated Capital Group, Inc. [AC]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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__X__ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Executive Chairman
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C/O GAMCO INVESTORS, INC, ONE CORPORATE CENTER |
3. Date of Earliest Transaction (Month/Day/Year) 04/21/2020 |
RYE, NY 10580 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 04/21/2020 |
| G |
| 10,000 | D |
$
0
| 10,000 | D |
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Class A Common Stock | 04/29/2020 |
| G |
| 10,000 | D |
$
0
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0
| D |
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Class A Common Stock | 05/28/2020 |
| A (1) |
| 20,000 | A |
$
0
| 20,000 | D |
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Class A Common Stock |
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| 77,165 | I | By: GGCP, Inc. |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock | (2) | 05/28/2020 |
| D (1) |
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| 20,000 |
(2) |
(2) | Class A Common Stock | (2) | (2) | 18,705,673 | I | See Footnote (3) |
Reporting Owners
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
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X
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Executive Chairman |
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GGCP, INC. 191 MASON STREET GREENWICH, CT 06830 |
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X
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GGCP Holdings LLC 191 MASON STREET GREENWICH, CT 06830 |
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X
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Signatures
/s/ Douglas R. Jamieson, Attorney-In-Fact for MARIO J. GABELLI, GGCP, INC., and GGCP HOLIDNGS, LLC | |
05/29/2020 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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