SC 13G 1 GrizzlyRock13GFSAM.txt GRIZZLYROCK 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fifth Street Asset Management Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 31679P109 (CUSIP Number) May 17, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON GrizzlyRock Capital, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 251,438 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 251,438 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,438 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON GrizzlyRock GP, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 251,438 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 251,438 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,438 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON GrizzlyRock Value Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 251,438 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 251,438 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,438 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON Kyle Mowery 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 358,760 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 358,760 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 358,760 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1% 12 TYPE OF REPORTING PERSON* IN 1 NAME OF REPORTING PERSON Vivaldi Asset Management, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 107,322 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 107,322 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,322 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 12 TYPE OF REPORTING PERSON* OO 1 NAME OF REPORTING PERSON Vivaldi Holdings, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ x ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER None 6 SHARED VOTING POWER 107,322 7 SOLE DISPOSITIVE POWER None 8 SHARED DISPOSITIVE POWER 107,322 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,322 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*[ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 12 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS Item 1(a) Name of Issuer: First Street Asset Management Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 777 West Putnam Avenue, 3rd Floor, Greenwich, Connecticut 06830 Item 2(a) Name of Person Filing: 1. GrizzlyRock Capital, LLC ("Capital") 2. GrizzlyRock GP, LLC (the "General Partner") 3. GrizzlyRock Value Partners, L.P. (the "Fund") 4. Kyle Mowery 5. Vivaldi Asset Management, LLC ("Vivaldi") 6. Vivaldi Holdings, LLC ("Holdings") Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer. Item 2(b) Address of Principal Business Office: For Capital, the General Partner, the Fund and Mr. Mowery, 191 N. Wacker Drive, Suite 1500, Chicago, IL 60606 For Vivaldi and Holdings, 225 W Wacker Dr #2100, Chicago, IL 60606 Item 2(c) Citizenship: Capital and the General Partner are Delaware limited liability companies. The Fund is a Delaware limited partnership. Mr. Mowery is a citizen of the United States. Vivaldi and Holdings are Delaware limited liability companies. Item 2(d) Title of Class of Securities: Class A common stock, par value $0.01 per share Item 2(e) CUSIP Number: 31679P109 Item 3 Type of Person: Not applicable Item 4 Ownership: (a)Amount beneficially owned: The Fund directly beneficially owns 251,438 shares. The General Partner is the general partner of the Fund and, as a result, may be deemed to benefically own shares owned by the Fund. Capital is the investment manager of the Fund and, as a result, may be deemed to benefically own shares owned by the Fund. Mr. Mowery serves as managing member of Capital and the General Partner and, as a result, may be deemed to benefically own shares owned by the Fund. Mr. Mowery serves as Portfolio Manager of the Client Account (defined below) and, as a result, may be deemed to beneficially own shares owned in the Client Account. Vivaldi is an investment adviser registered with the SEC that provides investment advisory services to a series of Advisor Series Trust, a registered investment company, specifically the Vivaldi Orinda Macro Opportunities Fund (the "Client Account"). As investment advisor to the Client Account, Vivaldi has the authority to invest the funds of the Client Account in securites (including shares of common stock of the Issuer) as well as the authority to purchase, vote and dispose of securities (including the 107,322 shares of common stock of the Issuer held by the Client Account), and may thus be deemed the beneficial owner of the shares of the Issuer's common stock held in the Client Account. Vivaldi does not own any common stock for its own account and disclaims beneficial ownership of the shares of Common Stock reported herein. Holdings controls Vivaldi. By virtue of its control of Vivaldi, Holdings my be deemed to have a beneficial interest in the 107,322 shares of the Issuer's common stock held by the Client Account. Holdings does not own any common stock for its own account and disclaims beneficial ownership of the shares of common stock reported herein. (b)Percent of class: 6.1%, based on 5,842,315 shares outstanding as of March 31, 2016, according to the Issuer's quarterly report on Form 10-Q filed on May 16, 2016. (c)Number of shares as to which the filing person has: (i)Sole power to vote or to direct the vote: Not applicable (ii)Shared power to vote or to direct the vote: Each of Capital, the General Partner and the Fund may be deemed to have the shared power to vote or direct the vote of 251,438 shares. Mr. Mowery may be deemed to have the shared power to vote or direct the vote of 358,760 shares. Vivaldi and Holdings may be deemed to have the shared power to vote or direct the vote of 107,322 shares. (iii)Sole power to dispose or to direct the disposition of: Not applicable (iv)Shared power to dispose or to direct the disposition of: Each of Capital, the General Partner and the Fund may be deemed to have the shared power to dispose or direct the disposition of 251,438 shares. Mr. Mowery may be deemed to have the shared power to dispose or direct the disposition of 358,760 shares. Vivaldi and Holdings may be deemed to have the shared power to dispute or direct the disposition of 107,322 shares. Item 5 Ownership of Five Percent or Less of a Class: None Item 6 Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not applicable Item 8 Identification and Classification of Members of the Group: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer. Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature:After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Date: May 23, 2016 Signature:/s/ Kyle Mowery Name/Title: Kyle Mowery, individually, as managing member of GrizzlyRock Capital, LLC and GrizzlyRock GP, LLC, and as the managing member of the general partner of GrizzlyRock Value Partners, L.P. Signature:/s/ Randel Golden Name/Title: Randel Golden, Chief Financial Officer, Vivaldi Asset Management, LLC and Vivaldi Holdings, LLC Exhibit Index Exhibit Description of Exhibit 99.1 Joint Filing Agreement