SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* McNatt Joel David JR (Last) (First) (Middle) 1655 GRANT STREET, 10TH FLOOR (Street) CONCORD CA 94520 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2021	3. Issuer Name and Ticker or Trading Symbol AssetMark Financial Holdings, Inc. [ AMK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Investment Solutions	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,082(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	07/17/2029	Common Stock	12,758	$22	D
Stock Appreciation Right	(3)	06/09/2030	Common Stock	9,377	$28.48	D
Stock Appreciation Right	(4)	06/09/2031	Common Stock	23,282	$25.61	D

Explanation of Responses:

1. Consists of restricted stock units granted on June 9, 2020 and June 8, 2021, each of which vest in four equal annual installments on the first four anniversaries of the date of each grant and settle in shares of common stock of the issuer. 2,462 restricted stock units remain unvested under the 2020 grant, and 5,435 restricted stock units remain unvested under the 2021 grant. Also consists of shares subject to a Share Restriction Agreement with the Issuer that provides for transfer of all or a portion of the shares to the Issuer in the event of termination of employment prior to designated release dates. The final tranche of shares under the Share Restriction Agreement are scheduled to vest on November 18, 2021.

2. The option was granted on July 17, 2019 and has not been exercised. The final tranche will vest on July 18, 2022.

3. The stock appreciation right was granted on June 9, 2020 and vests in four equal annual installments on the first four anniversaries of the grant date. The first tranche of the grant has vested.

4. The stock appreciation right was granted on June 8, 2021 and vests in four equal annual installments on the first four anniversaries of the grant date.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Celeste Angelich, as Attorney-in-Fact, for Joel David McNatt Jr.	09/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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