12th Street Asset Management is a Delaware limited liability company and an independently owned SEC
registered advisor. The firm was established in 2007 and is headquartered in Nashville, TN. It was
founded by Michael G. O’Keefe and Mr. O’Keefe is the managing principal and majority owner of the
firm. D. Andrew Shipman is a partner and minority owner of the firm.
12th Street provides discretionary portfolio management services to individual and institutional
investors through separately managed accounts (SMA’s), sub-advisory accounts, model portfolios, as
well as a pooled investment vehicle known as 12th Street Asset Management, LP. We offer three equity
investment strategies (discussed in Item 8 of this brochure), including LP, Opportunity and Small Cap
Value, and we primarily focus on investing in U.S. companies traded on U.S. exchanges.
Limited Partnership
12th Street Asset Management Company (12th Street) is the advisor and general partner to 12th Street
Asset Management, LP.
Separately Managed Accounts
We offer separate accounts that are individually managed and maintained on a fully discretionary basis.
The account portfolios are comprised primarily of domestic equities. We also manage separately
managed accounts through “wrap fee” programs, single contract agreements, or dual contract
agreements offered through third parties.
In some separately managed accounts, clients may be directed to 12th Street by a financial
intermediary, such as a financial advisor or another RIA. In these cases, 12th Street could rely on the
financial intermediary to determine suitability and handle anti-money laundering procedures given a
limited amount of client information shared with 12th Street.
Sub-Advisory Accounts
12th Street has sub-advisory relationships with other investment firms. In these cases, we provide
discretionary investment advice on a separate account or unified managed account basis to clients of
these outside intermediaries. These accounts may be managed differently than the partnership or other
direct accounts according to investment objectives, strategies, restrictions. etc. The terms and
conditions of these arrangements may vary, and contact between 12th Street and such clients will
typically take place through the relevant intermediary. Clients who obtain our services on a sub-advisory
basis could impose restrictions on the management of their accounts.
In some sub-advisory accounts, clients may be directed to 12th Street by a financial intermediary,
such
as a financial advisor or another RIA. In these cases, 12th Street could rely on the financial intermediary
to determine suitability and handle anti-money laundering procedures given a limited amount of client
information shared with 12th Street.
Form ADV Part 2A Page 5
Model Portfolios
12th Street engages with advisors or platforms to provide model portfolios for separately managed
(SMA’s) or unified management accounts (UMA’s). In these cases, the advisors or platforms receive 12th
Street’s model portfolio. 12th Street will not necessarily have contact with the underlying client of these
advisors or platforms. When changes are made to a model by 12th Street, the advisor or platform is
responsible for implementing changes to their client accounts that are investing in the strategy. 12th
Street does not have discretion over these accounts and typically does not receive trade reports, or have
any access to any client reporting related to these accounts. It is the responsibility of the advisor or
platform/sponsor to determine whether our model is suitable for their clients. Model-based programs
could be with overlay managers who exercise discretion and execute each investor’s portfolio
transactions based on their own investment judgment.
ERISA Accounts
12th Street is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual
retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"),
and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is
subject to specific duties and obligations under ERISA and the Internal Revenue Code that include
among other things, restrictions concerning certain forms of compensation. To avoid engaging in
prohibited transactions, ADVISOR may only charge fees for investment advice about products for which
our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely,
investment advice about products for which our firm and/or our related persons receive commissions or
12b-1 fees, however, only when such fees are used to offset ADVISOR's advisory fees.
Assets Under Management
As of December 31, 2023, 12th Street had a total of $545,826,979 in assets under management and
597accounts, all of which were discretionary assets. In addition, the firm had $572,433,375 in assets
under advisement where the firm serves as a non-discretionary sub-advisor or model provider.
Form ADV Part 2A Page 6