On December 13, 2016, OM Asset Management plc (the “Company”)
entered into an underwriting agreement (the “Underwriting
Agreement”) with OM Group (UK) Limited, a wholly owned subsidiary
of Old Mutual plc (“OMGUK”), Merrill Lynch, Pierce, Fenner Smith
Incorporated, Morgan Stanley Co. LLC, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC and Evercore Group
L.L.C., as representatives of the several underwriters named in
Schedule A thereto (collectively, the “Underwriters”), relating
to the issuance and sale, by OMGUK, of 13 million ordinary shares
of the Company at an offering price to the public of $14.25 per
share (the “Public Offering”). In addition, to the Underwriting
Agreement, and subject to its terms and conditions, the
Underwriters were granted a 30-day option to purchase up to an
additional 1.95 million ordinary shares of the Company from OMGUK
at the Public Offering price, less the underwriting discount,
which was exercised in full on December 15, 2016. A copy of the
Underwriting Agreement is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.

On December 19, 2016, the closing of the issuance and sale of the
ordinary shares of the Company in the Public Offering was
completed.

The ordinary shares have been registered under the Securities Act
of 1933, as amended, by a Registration Statement on Form S-3
(Registration No. 333-207781) which became effective December 3,
2015. A prospectus supplement relating to the Public Offering has
been filed with the Securities and Exchange Commission.

Morgan, Lewis Bockius UK LLP, counsel to the Company, has issued
an opinion to the Company, dated December 19, 2016, regarding the
ordinary shares. A copy of the opinion is filed as Exhibit 5.1 to
this Current Report on Form 8-K.

(d) Exhibits.