Carrie E. Hansen - Sep 5, 2024 Form 4 Insider Report for AssetMark Financial Holdings, Inc. (AMK)

Role: EVP, Chief Operating Officer
Signature: /s/ Celeste Angelich, as Attorney-in-Fact, for Carrie E. Hansen
Stock symbol: AMK
Transactions as of: Sep 5, 2024
Transactions value $: -$4,738,975
Form type: 4
Date filed: 9/6/2024, 04:06 PM
Previous filing: Aug 30, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMK	Common Stock	Disposed to Issuer	-$3.23M	-91.5K	-100%	$35.25	0	Sep 5, 2024	Direct	F1, F2
transaction	AMK	Common Stock	Disposed to Issuer	-$1.51M	-42.9K	-100%	$35.25	0	Sep 5, 2024	By The Hansen Family Charitable Remainder Trust.	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AMK	Employee Stock Option (right to buy)	Disposed to Issuer		-62.1K	-100%		0	Sep 5, 2024	Common Stock	62.1K		Direct	F4
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-80.4K	-100%		0	Sep 5, 2024	Common Stock	80.4K		Direct	F5
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-73.2K	-100%		0	Sep 5, 2024	Common Stock	73.2K		Direct	F5
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-82.7K	-100%		0	Sep 5, 2024	Common Stock	82.7K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Carrie E. Hansen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	Shares held by the Hansen Family Charitable Remainder Trust, dated August 20, 2024, of which both the Reporting Person and her spouse are co-trustees.
F4	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.
F5	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.