Mukesh Mehta - Sep 3, 2024 Form 4 Insider Report for AssetMark Financial Holdings, Inc. (AMK)

Role: EVP, Chief Information Officer
Signature: /s/ Celeste Angelich, as Attorney-in-Fact, for Mukesh Mehta
Stock symbol: AMK
Transactions as of: Sep 3, 2024
Transactions value $: -$10,743,883
Form type: 4
Date filed: 9/6/2024, 04:06 PM
Previous filing: Aug 15, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMK	Common Stock	Gift	$0	-182K	-69.41%	$0.00	80.3K	Sep 3, 2024	By Mehta Living Trust	F1, F2
transaction	AMK	Common Stock	Gift	$0	+182K	+430.24%	$0.00	225K	Sep 3, 2024	Direct	F3
transaction	AMK	Common Stock	Disposed to Issuer	-$7.91M	-225K	-100%	$35.25	0	Sep 5, 2024	Direct	F4, F5
transaction	AMK	Common Stock	Disposed to Issuer	-$2.83M	-80.3K	-100%	$35.25	0	Sep 5, 2024	By Mehta Living Trust	F2, F4

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	F6
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-80.4K	-100%		0	Sep 5, 2024	Common Stock	80.4K		Direct	F7
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-73.2K	-100%		0	Sep 5, 2024	Common Stock	73.2K		Direct	F7
transaction	AMK	Stock Appreciation Right	Disposed to Issuer		-82.7K	-100%		0	Sep 5, 2024	Common Stock	82.7K		Direct	F7

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

Mukesh Mehta is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Shares transferred from the Mehta Living Trust, dated March 4, 2022 to the Reporting Person.
F2	Shares held by the Mehta Living Trust dated March 4, 2022, of which both the Reporting Person and his spouse are co-trustees.
F3	Represents shares acquired by the Reporting Person.
F4	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").
F5	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.
F6	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.
F7	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.