| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HIGHBURY FINANCIAL INC [ HBRF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/13/2010 | J(1) | 1,671,480 | A | (1) | 1,671,480 | I | By SDB Aston, Inc.(4) | ||
| Common Stock | 04/15/2010 | D | 1,671,480 | D | (6) | 0 | I | By SDB Aston, Inc.(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Series B Convertible Preferred Stock | $5(3) | 04/13/2010 | J(1) | 371.44 | (2) | (5) | Common Stock | 1,671,480(3) | (3) | 0 | I | By SDB Aston, Inc.(4) | |||
| Explanation of Responses: |
| 1. Mr. Bilton's shares of Series B Convertible Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock"), were exchanged, subject to an Exchange Agreement, dated as of December 12, 2009, by and among Highbury Financial Inc. ("Highbury") and the stockholders party thereto, at a rate of 4,500 common stock, par value $0.0001, ("Common Stock") per share for every 1 Series B Preferred Stock. |
| 2. The Series B Preferred Stock was convertible at Mr. Bilton's option (i) if Highbury elects to redeem the Series B Preferred Stock in the event that the last sale price for the Common Stock of Highbury exceeds $8.50 per share for any 20 trading days in a 30-trading day period; (ii) upon a liquidation of Highbury; (iii) upon a change of control of Highbury; (iv) upon the termination or other relinquishment of asset management contracts with Aston Asset Management LLC ("Aston"), which represents more than 50% of the aggregate revenues of Aston for the 12-month period preceding such transaction; or (v) upon the termination of employment of Mr. Bilton with Aston as a result of death, permanent incapacity, termination without cause or retirement. Mr. Bilton could have elected to convert up to 10% of the aggregate number of shares of Series B Preferred Stock initially issued to him during the 12-month period commencing April 20, 2011 and each 12-month period thereafter. |
| 3. Subject to adjustment on account of any stock splits, stock dividends of similar events affecting the Series B Preferred Stock. |
| 4. Mr. Bilton is the sole shareholder of SDB Aston, Inc., which is the record holder of the Series B Preferred Stock. |
| 5. Expiration Date for Series B Preferred Stock is perpetual. |
| 6. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 12, 2009, between Highbury, Affiliated Managers Group, Inc. ("AMG") and its wholly-owned subsidiary, Manor LLC, whereby each share of Common Stock was converted into the right to receive 0.075951794 share of AMG common stock, plus cash in lieu of any fractional shares |
| Remarks: |
| /s/ Stuart D. Bilton | 04/15/2010 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||