|
Medley Management Inc.
|
|
(Name of Issuer)
|
|
|
|
CLASS A COMMON STOCK
|
|
(Title of Class of Securities)
|
|
|
58503T106
|
|
|
|
(CUSIP Number)
|
|
|
|
||
|
January 14, 2015, September 21, 2015 and December 31, 2015
|
||
|
(Date of Event Which Requires Filing of This Statement)
|
||
|
o
|
Rule 13d-1(b)
|
|
|
|
||
|
x
|
Rule 13d-1(c)
|
|
|
|
||
|
o
|
Rule 13d-1(d)
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Master Fund, Ltd
98-1083428
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Mangrove Partners Fund, L.P.
27-2067192
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DE
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners Fund (Cayman), Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Partners
98-0652572
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mangrove Capital
98-06252571
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
CUSIP No. 58503T106
|
||
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathaniel August
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)x
(b)o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
US
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
01
|
|
6
|
SHARED VOTING POWER
658,1781
|
|
|
7
|
SOLE DISPOSITIVE POWER
01
|
|
|
8
|
SHARED DISPOSITIVE POWER
658,1781
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
658,1781
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.95%1
|
|
12
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
|
|
Medley Management Inc.
|
|
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
375 Park Avenue, 33rd Floor, New York, NY 10152
|
|
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
|
|
This Schedule 13G is being jointly filed by (1) The Mangrove Partners Master Fund, Ltd. (the “Master Fund”), (2) The Mangrove Partners Fund, L.P. (the “US Feeder”), (3) The Mangrove Partners Fund (Cayman), Ltd. (the “Cayman Feeder”), (4) Mangrove Partners, (5) Mangrove Capital and (6) Nathaniel August. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The Shares (as defined below) which are the subject of this Schedule 13G are held by the Master Fund. Beneficial ownership of the Shares is also claimed by (i) the US Feeder and the Cayman Feeder, which are the two controlling shareholders of the Master Fund, (ii) Mangrove Partners which serves as the investment manager of each of the Master Fund, the US Feeder and the Cayman Feeder, (iii) Mangrove Capital which serves as the general partner of the US Feeder, and (iv) Nathaniel August who is the principal of Mangrove Partners and Mangrove Capital.
|
|
|
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
|
|
|
|
|
The principal business office of each of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel August is 645 Madison Avenue, 14th Floor, New York, New York 10022.
The principal business address of each of the Cayman Feeder and the Master Fund is c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104.
|
|
|
|
|
Item 2(c).
|
Citizenship:
|
|
|
|
|
|
The US Feeder is organized under the laws of the State of Delaware. Each of Mangrove Partners, Mangrove Capital, the Cayman Feeder and the Master Fund is organized under the laws of the Cayman Islands. Nathaniel August is a citizen of the United States of America.
|
|
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
|
|
|
Class A Common Stock
|
|
|
|
|
Item 2(e).
|
CUSIP Number: 58503T106
|
|
Item 3.
|
If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
||
|
(a)
|
Broker or dealer registered under Section 15 of the Act;
|
||
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act;
|
|
|
(c)
|
o
|
Insurance company as defined in Section 3(a)(19) of the Act;
|
|
|
(d)
|
o
|
Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
(e)
|
o
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
o
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
o
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
o
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
o
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
|
(j)
|
o
|
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
o
|
||
|
Item 4.
|
Ownership.
|
|||||
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|||||
|
As of Jan 14 2015
|
As of Sep 21 2015
|
As of Dec 31 2015
|
||||
|
|
(a)
|
Amount Beneficially Owned:
|
500,671
|
601,954
|
658,178
|
|
|
|
(b)
|
Percent of Class:
|
8.34%
|
10.03%
|
10.95%
|
|
|
|
(c)
|
Number of shares as to which such person has:
|
||||
|
|
|
(i)
|
sole power to vote or to direct the vote:
|
0
|
0
|
0
|
|
|
|
(ii)
|
shared power to vote or to direct the vote:
|
500,671
|
601,954
|
658,178
|
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
0
|
0
|
0
|
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
500,671
|
601,954
|
658,178
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
|
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
|
|
|
|
|
|
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
|
|
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
|
|
|
|
|
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.
|
|
CUSIP No. 58503T106
|
Page 12 of 12 Pages
|