UNITED ~~S TATES~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1317, 2017 (October 13, 2017)

Fifth Street Asset Management Inc.
(Exact name of registrant as specified in its charter)

Delaware

001-36701

46-5610118

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

777 West Putnam Avenue, 3rd Floor, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 681-3600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR § 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnAs ~~October~~previously ~~13, 2017, Fifth Street Asset~~disclosed ~~Management~~and ~~Inc.~~described ~~(the~~in ~~“Company”) held~~ a ~~special~~Current ~~meeting~~Report ~~(the~~on ~~“Special~~Form ~~Meeting”)~~8-K offiled ~~its~~with ~~stockholders to~~the ~~consider~~U.S. ~~certain~~Securities ~~proposals~~and ~~related~~Exchange toCommission (the ~~Asset~~“SEC”) on ~~Purchase~~July ~~Agreement~~14, 2017 (the “~~Asset~~Prior ~~Purchase~~Form ~~Agreement~~8-K”), ~~dated as~~on of July 13, 2017, ~~by and among~~ Fifth Street Management LLC (“FSM”), Oaktree Capital Management, L.P. (“Oaktree”), ~~the~~ ~~Company (solely for the purposes set forth therein) and~~ Fifth Street ~~Holdings~~Asset LManagement Inc.P. (the “~~FSH~~Company”) (solely for the purposes set forth therein), ~~pursuant to which,~~ and upon the terms and subject to the conditions set forth therein, FSM will sell, convey, assign and transfer to Oaktree and Oaktree will purchase, acquire and accept from FSM all of FSM’s right, title and interest in specified business records with respect to FSM’s existing investment advisory agreements with each of Fifth Street ~~Finance~~ ~~Corp.~~Holdings ~~(“FSC”) and Fifth Street Senior Floating Rate Corp~~L.P. (“~~FSFR~~FSH”) ~~for~~entered ainto ~~purchase price~~an ~~of $320 million in cash. The~~ Asset Purchase Agreement ~~also provides for~~ (the ~~entry~~“Asset byPurchase ~~Oaktree into new investment advisory agreements with each of FSC and FSFR~~Agreement”).

~~Each~~On ofOctober 17, 2017, in connection with the ~~three~~Asset ~~proposals~~Purchase ~~considered~~Agreement, atFSH entered into pledge agreements (the “Pledge Agreements”) with each of Fifth Street Finance Corp. (“FSC”) and Fifth Street Senior Floating Rate Corp. (“FSFR”, and together with FSC, the ~~Special~~“BDCs”) ~~Meeting~~with respect to (asi) ~~described~~6,265,665 ~~below~~shares of FSC common stock owned by FSH, with an aggregate value of $35 million and (ii) ~~was~~1,131,991 ~~approved~~shares of FSFR common stock owned by FSH, with an aggregate value of $10 million, in each case based on the ~~requisite~~average ~~vote~~closing price of one share of FSC or FSFR common stock, as applicable, on the ~~stockholders~~Nasdaq over the 5 business days immediately preceding October 17, 2017. FSH entered into the Pledge Agreements with each of the ~~Company~~BDCs to secure the indemnification obligations of FSM and FSH under the Asset Purchase Agreement relating to certain SEC investigation-related legal costs and expenses, if any, and certain fees, fines, monetary penalties, deductibles and disgorgements, if any, that may be ordered by the SEC to be paid by the BDCs, net of any disgorgements paid by FSM to the BDCs and any insurance recoveries received by the BDCs.

AsThe offoregoing ~~the close~~ description of ~~business on September 8, 2017,~~ the ~~record~~Pledge ~~date~~Agreements ~~for~~does ~~the~~not ~~Special~~purport ~~Meeting,~~to ~~there~~be ~~were~~complete ~~15,649,686~~and ~~shares~~is ofsubject ~~Class~~to ~~A common stock~~ and ~~34,285,484~~qualified ~~shares~~in ~~of Class~~its Bentirety ~~common~~by ~~stock,~~reference ~~each of the Company, outstanding and entitled~~ to ~~vote at~~ the ~~Special Meeting. A total of 47~~Pledge Agreements,~~528,108~~ ~~shares of~~copies ~~common stock~~ of ~~the~~which ~~Company,~~are ~~representing~~filed ~~approximately~~as 95Exhibit 10.~~18%~~1 ~~of such shares outstanding~~ and ~~entitled~~Exhibit 10.2 to ~~vote~~this ~~thereat,~~Current ~~were present~~Report aton ~~the~~Form ~~Special~~8-K ~~Meeting~~and inis ~~person~~incorporated or herein by ~~proxy, constituting a quorum to conduct business~~reference.

~~The~~Item ~~final voting results for each proposal are described below~~1.02. ~~For~~Termination ~~more information regarding each~~ of ~~these~~a ~~proposals,~~Material ~~please~~Definitive ~~see the Company’s definitive proxy statement filed with the U~~Agreement.~~S. Securities and Exchange Commission on September 18, 2017.~~

~~The~~On ~~Company~~September ~~held~~7, a2017, in ~~special~~connection ~~meeting~~with (the transactions contemplated by the Asset Purchase Agreement, the stockholders of each of the BDCs approved ~~“Special~~the ~~Meeting”)~~entry of ~~its~~the ~~stockholders~~BDCs oninto new investment agreements with Oaktree, the effectiveness of which would result in the termination of the BDCs’ investment advisory agreements with FSM. On October 1317, 2017, ~~and~~in connection with the ~~following~~closing ~~matters~~of ~~were~~the ~~voted~~transactions contemplated onby atthe ~~that~~Asset Purchase Agreement, Oaktree entered into new investment advisory agreements with each of the BDCs and ~~meeting:~~FSM’s investment advisory agreements with the BDCs were terminated.

1Item 2. ~~As reflected~~01. ~~below,~~Completion ~~the~~of ~~Company’s~~Acquisition ~~stockholders~~or ~~approved~~Disposition ~~the Asset Purchase Agreement and the transactions contemplated thereby:~~of Assets.

For	Against	Abstain
47,488,209	26,568	13,331

Effective October 17, 2017, the purchase and sale of specified assets contemplated by the Asset Purchase Agreement were completed. Upon the terms and subject to the conditions set forth therein, the Asset Purchase Agreement provided for FSM to sell, convey, assign and transfer to Oaktree and for Oaktree to purchase, acquire and accept from FSM all of FSM’s right, title and interest in specified business records with respect to FSM’s then-existing investment advisory agreements with each of FSC and FSFR for a purchase price of $320 million in gross cash consideration. The Asset Purchase Agreement also provided for Oaktree to acquire intellectual property used exclusively in these business records, and goodwill associated with the investment advisory business conducted by FSM pursuant to these investment advisory agreements (and for Oaktree to enter into new investment advisory agreements with each of FSC and FSFR).

~~2. As reflected~~The ~~below,~~description of the ~~Company’s~~Asset ~~stockholders~~Purchase ~~approved~~Agreement ~~the~~set ~~proposal~~forth toabove ~~adjourn~~is ~~the~~limited ~~Special~~and ~~Meeting~~qualified toin aits ~~later~~entirety ~~date~~by orreference ~~dates, if~~to ~~necessary~~the orfull ~~appropriate,~~text toof ~~solicit~~the ~~additional~~Asset Purchase ~~proxies~~Agreement, ifa ~~there~~copy ~~were~~of ~~insufficient~~which ~~votes~~was atattached ~~the~~as ~~time~~Exhibit of1.1 ~~the Special Meeting~~ to ~~approve~~ the ~~Asset~~Prior ~~Purchase~~Form ~~Agreement~~8-K, and ~~the~~which ~~transactions~~is ~~contemplated~~incorporated ~~thereby:~~herein by reference.

For	Against	Abstain
47,303,765	212,561	11,782

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~3. As reflected~~On ~~below~~October 13, 2017, at a special meeting of stockholders of the Company’s, ~~stockholders~~described in Item 5.07 to this Current Report on Form 8-K, such stockholders approved the Second Amended and Restated Certificate of Incorporation (the “Charter”) of the Company, a copy of which is attached hereto as Exhibit 3.1, and which amends and restates the Amended and Restated Certificate of Incorporation of the Company: in its entirety. The Charter permits stockholders of the Company, by written consent, to take any action required or permitted to be taken by them without a meeting of such stockholders. On October 13, 2017, following the approval of the Charter by stockholders of the Company, the board of directors of the Company approved the Third Amended and Restated Bylaws (the “Bylaws”) of the Company, a copy of which is attached hereto as Exhibit 3.2. The Bylaws permit stockholders of the Company, by written consent, to take any action required or permitted to be taken by them without a meeting of such stockholders.

For	Against	Abstain
45,963,165	1,552,233	12,710

The foregoing descriptions of the Charter and the Bylaws of the Company are limited and qualified in their entirety by reference to the full text of the Charter and the Bylaws, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and which are incorporated herein by reference.

~~SIGNATURE~~Item 8.01. Other Events.

~~Pursuant~~On toOctober ~~the~~17, ~~requirements~~2017, ofthe Company issued a press release (the ~~Securities~~“Press ~~Exchange~~Release”) ~~Act~~announcing the closing of ~~1934,~~the transactions contemplated by the ~~Registrant~~Asset ~~has~~Purchase ~~duly~~Agreement. ~~caused~~A ~~this~~copy ~~report~~of tothe bePress ~~signed~~Release onis ~~its~~attached ~~behalf~~as byExhibit ~~the~~99.1 ~~undersigned hereunto~~hereto ~~duly~~and ~~authorized~~is incorporated herein by reference.

~~FIFTH~~Item ~~STREET ASSET MANAGEMENT INC~~9. ~~By: /s/ Bernard D~~01. ~~Berman~~Financial ~~Name:~~Statements ~~Bernard~~and ~~D. Berman Title: President~~Exhibits

~~Date:~~(b) ~~October~~Pro ~~13,~~Forma ~~2017~~Financial Information

The unaudited consolidated pro forma statements of operations for the six months ended June 30, 2017 and the years ended December 31, 2016, 2015 and 2014 and the unaudited consolidated pro forma statement of financial condition as of June 30, 2017 present the Company’s consolidated results of operations and financial position giving pro forma effect to the closing of the transactions contemplated by the Asset Purchase Agreement as if such transactions had been completed as of January 1, 2014 with respect to the unaudited consolidated pro forma statements of operations and as of June 30, 2017 with respect to the unaudited pro forma statement of financial condition since such transactions are expected to be accounted for as discontinued operations for the three and nine months ended September 30, 2017. Additionally, these pro forma financial statements present the Company’s consolidated results of operations and financial position giving pro forma effect to the sale of 100% of the limited liability company interests of Fifth Street CLO Management LLC to NewStar Financial, Inc. as if such transaction had been completed as of January 1, 2016 with respect to the unaudited consolidated pro forma statements of operations and as of June 30, 2017 with respect to the unaudited pro forma consolidated statement of financial condition. These unaudited pro forma financial statements were attached as Exhibit D to the proxy statement filed by the Company on September 18, 2017 and are incorporated herein by reference.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K.

Exhibit No.		Description

2.1		Asset Purchase Agreement, dated July 13, 2017 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on July 14, 2017).

3.1		Second Amended and Restated Certificate of Incorporation of the Company, adopted on October 13, 2017.

3.2		Third Amended and Restated Bylaws of the Company, adopted on October 13, 2017.

10.1		Pledge and Security Agreement, dated as of October 17, 2017, by and between Fifth Street Finance Corp. and Fifth Street Holdings L.P.

10.2		Pledge and Security Agreement, dated as of October 17, 2017, by and between Fifth Street Senior Floating Rate Corp. and Fifth Street Holdings L.P.

99.1		Press Release issued by the Company, dated October 17, 2017.

99.2		Unaudited Pro Forma Financial Statements of the Company (incorporated by reference to Exhibit D to the proxy statement filed by the Company on September 18, 2017).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH STREET ASSET MANAGEMENT INC.

	By: /s/ Bernard D. Berman Name: Bernard D. Berman Title: President

Date: October 17, 2017

EXHIBIT INDEX

Exhibit No.		Description

2.1		Asset Purchase Agreement, dated July 13, 2017 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on July 14, 2017).

3.1		Second Amended and Restated Certificate of Incorporation of the Company, adopted on October 13, 2017.

3.2		Third Amended and Restated Bylaws of the Company, adopted on October 13, 2017.

10.1		Pledge and Security Agreement, dated as of October 17, 2017, by and between Fifth Street Finance Corp. and Fifth Street Holdings L.P.

10.2		Pledge and Security Agreement, dated as of October 17, 2017, by and between Fifth Street Senior Floating Rate Corp. and Fifth Street Holdings L.P.

99.1		Press Release issued by the Company, dated October 17, 2017.

99.2		Unaudited Pro Forma Financial Statements of the Company (incorporated by reference to Exhibit D to the proxy statement filed by the Company on September 18, 2017).

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