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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
New Class A Units | (1) (2) | 04/24/2012 | M | 600,000 | (1)(2) | (1)(2) | Class A common stock | 600,000 | $ 0 | 0 | D | ||||
Class B common stock | (1) (2) | 04/24/2012 | M | 600,000 | (1)(2) | (1)(2) | Class A common stock | 600,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pell Richard C/O ARTIO GLOBAL INVESTORS INC. 330 MADISON AVENUE NEW YORK, NY 10017 |
X | Chairman, CEO & CIO |
/s/ Rachel Braverman, as Agent | 04/26/2012 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the Exchange Agreement (defined below), Mr. Pell exchanged 600,000 New Class A Units for 600,000 shares of Class A common stock on April 24, 2012. In connection therewith, on April 24, 2012, Mr. Pell delivered 600,000 shares of Class B common stock for cancellation. The Issuer entered into an exchange agreement (the "Exchange Agreement") with Mr. Pell on September 29, 2009. Pursuant to the Exchange Agreement, as amended, Mr. Pell (and certain of his permitted transferees, including the Pell Family Trust) are permitted to exchange their new class A units (the "New Class A Units") in Artio Global Holdings LLC for shares of the Issuer's Class A common stock on a one-for-one basis (each such exchange, an "Exchange"), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions. (see note 2) |
(2) | The New Class A Units represent membership interests in Artio Global Holdings LLC, a subsidiary of the Issuer. In connection with each Exchange, Mr. Pell must deliver, for cancellation, a number of shares of Class B common stock equal to the number of New Class A Units being Exchanged. |