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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Fredericks John D.		 2. Issuer Name and Ticker or Trading Symbol

MEDLEY MANAGEMENT INC. [ MDLY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
General Counsel and Secretary
(Last)          (First)          (Middle)

C/O MEDLEY MANAGEMENT INC., 280 PARK AVENUE, 6TH FLOOR EAST		 3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2020
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Medley LLC Units (1) (1)7/6/2020  A   92230 (1)    (1) (1)Class A Common Stock 92230 $0 989561 D  
Explanation of Responses:
(1) Reporting Person is an existing member and holds Class A Units of Medley LLC ("Medley LLC Units"). In connection with Reporting Person's services, on July 6, 2020, Reporting Person was granted 92,230 restricted Medley LLC Units. Pursuant to the Exchange Agreement dated September 23, 2014, among the Issuer, Medley LLC and the holders of Medley LLC Units (the "Exchange Agreement"), each vested Medley LLC Unit may be exchanged for one share of Class A Common Stock. Subject to customary acceleration provisions, these restricted Medley LLC Units vest annually in three equal installments commencing January 18, 2021, subject to continued employment on each vesting date.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Fredericks John D.
C/O MEDLEY MANAGEMENT INC.
280 PARK AVENUE, 6TH FLOOR EAST
NEW YORK, NY 10017

General Counsel and Secretary
Signatures
/s/ John D. Fredericks7/7/2020
**Signature of Reporting PersonDate
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