Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TANNENBAUM LEONARD M
   2. Issuer Name and Ticker or Trading Symbol
Fifth Street Asset Management Inc. [FSAM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
C/O FIFTH STREET (FSAM), 777 WEST PUTNAM AVENUE, 3RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/16/2017
(Street)

GREENWICH, CT 06830		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.01 par value per share 10/16/2017   M(1)   2,078,337 A (1) 8,714,348 I By FSC CT II, Inc. (2)
Class A Common Stock, $0.01 par value per share               640,216 D  
Class A Common Stock, $0.01 par value per share               762,023 I By Tannenbaum Family 2012 Trust (3)
Class B Common Stock, $0.01 par value per share 10/16/2017   D(1)   2,078,337 D (1) 30,074,531 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Holdings LP Interests (1) 10/16/2017   M(1)     2,078,337   (4)   (4) Class A Common Stock 2,078,337 $ 0 24,465,706 I By FSC CT II, Inc. (2)
Holdings LP Interests (4)               (4)   (4) Class A Common Stock 2,597,640   2,597,640 D  
Holdings LP Interests (4)               (4)   (4) Class A Common Stock 3,048,092   3,048,092 I By Tannenbaum Family 2012 Trust (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TANNENBAUM LEONARD M
C/O FIFTH STREET (FSAM)
777 WEST PUTNAM AVENUE, 3RD FLOOR
GREENWICH, CT 06830		   X   X   CEO  

Signatures

 /s/ Leonard M. Tannenbaum   10/18/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On October 16, 2017, FSC CT II, Inc., pursuant to the Exchange Agreement (as defined below), exchanged limited partnership interests ("Holdings LP Interests") of Fifth Street Holdings L.P. ("Holdings") for shares of the Issuer's Class A common stock on a one-for-one basis. Pursuant to the Exchange Agreement, upon an exchange of the Holdings LP Interests for Class A common stock, Mr. Tannenbaum submitted to the Issuer a corresponding amount of Class B common stock for cancellation.
(2) Represents securities held directly by FSC CT II, Inc., a Delaware corporation. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.
(3) Represents securities held directly by the Tannenbaum Family 2012 Trust. Mr. Tannenbaum disclaims beneficial ownership except to the extent of his economic interest therein.
(4) Mr. Tannenbaum is permitted to exchange the remaining Holdings LP Interests in accordance with the terms of the exchange agreement, dated as of October 29, 2014, by and among the Issuer, Holdings and the limited partners of Holdings party thereto (the "Exchange Agreement"), subject to the requirements of the Cutback Agreement, dated as of September 26, 2017, among the Issuer, Holdings and the limited partners of Holdings party thereto.

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