Ownership Submission
FORM 4
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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).
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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 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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McNatt Joel David JR
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2. Issuer Name and Ticker or Trading Symbol
AssetMark Financial Holdings, Inc. [AMK]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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EVP, Investment Solutions /
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(Last)
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(First)
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(Middle)
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C/O ASSETMARK FINANCIAL HOLDINGS, INC. , 1655 GRANT STREET, 10TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CONCORD
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CA
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94520
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
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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
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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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
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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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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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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McNatt Joel David JR
C/O ASSETMARK FINANCIAL HOLDINGS, INC.
1655 GRANT STREET, 10TH FLOOR
CONCORD, CA94520
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EVP, Investment Solutions
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Signatures
/s/ Celeste Angelich, as Attorney-in-Fact, for Joel David McNatt Jr.
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2024-09-06
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Represents shares disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger, dated as of April 25, 2024, by and among AssetMark Financial Holdings, Inc., GTCR Everest Borrower, LLC and GTCR Everest Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the merger contemplated thereby (the "Effective Time"), each share of common stock held by the reporting person was converted automatically into the right to receive $35.25 per share in cash (the "Merger Consideration").
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(2)
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Includes shares of common stock underlying restricted stock units. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit held by the reporting person was canceled and converted automatically into the right to receive the Merger Consideration.
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(3)
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The Reporting Person disclaims beneficial ownership of the shares held by his minor children in their custodial account except to the extent of his pecuniary interest therein, and this Report should not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 or any other purpose.
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(4)
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Shares held by the Roberts McNatt Living Trust dated December 6, 2018.
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(5)
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Pursuant to the Merger Agreement, at the Effective Time, each stock option with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each share of common stock underlying such stock option, the excess (if any) of the Merger Consideration over the applicable exercise price.
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(6)
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Pursuant to the Merger Agreement, at the Effective Time, each stock appreciation right with respect to shares of common stock held by the reporting person was canceled and converted automatically into the right to receive an amount in cash equal to, with respect to each stock appreciation right, the excess (if any) of the Merger Consideration over the applicable exercise price.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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