Exhibit 4.1





	 	 	 	 	 
	 	 	[FIFTH STREET ASSET MANAGEMENT INC. LOGO]	 	CLASS A COMMON STOCK
	 	 	 
	Number	 	 	 	Shares
	 	 	 
	 	 	
        INCORPORATED UNDER THE LAWS OF THE

        STATE OF DELAWARE
	 	CUSIP
	 	 	 	 	 
	This Certifies That	 	 	 	 
	 	 	 	 	 
	Is the Owner of	 	 	 	 


 


FULLY PAID AND NON-ASSESSABLE SHARES
OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF 


 


FIFTH STREET ASSET MANAGEMENT INC. 


 


transferable on the books of the Corporation in person or by
duly authorized attorney, on surrender of this certificate properly endorsed. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation and the Bylaws
of the Corporation, as now or hereafter amended, to all of which the holder hereof by the acceptance hereof assents. This certificate
is not valid unless countersigned and registered by the Transfer Agent and Registrar.


 


Witness the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	_______________________________	 [CORPORATE SEAL] 	COUNTERSIGNED AND REGISTERED:
	CHIEF EXECUTIVE OFFICER	 	[•]
	 	 	 
	 	 	TRANSFER AGENT AND REGISTRAR
	 	 	 
	_______________________________	 	BY: _______________________________
	SECRETARY	 	AUTHORIZED SIGNATURE


  




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FIFTH STREET ASSET MANAGEMENT INC. 


 


The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	 	- as tenants in common	 	UNIF GIFT MIN ACT	 	
        -                       
        Custodian                       

                (Cust)                
                     (Minor)

	 	 	 	 	 	 	 
	TEN ENT	 	- as tenants by the entireties	 	 	 	
        under Uniform Gifts to Minors

        Act                                          
                         

                                 
         (State)

	 	 	 	 	 	 	 
	JT TEN	 	- as joint tenants with right of survivorship and not as tenants in common	 	UNIF TRF MIN ACT	 	
        -                      Custodian 
        (until age         )

                (Cust)

         

                            
        under Uniform Transfers

            (Minor)

         

        to Minors Act                                         
        

                                 
                   (State)



 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                                         
hereby sell(s), assign(s) and transfer(s) unto


 


(Please Insert Social Security Number or Other Identifying Number
of Assignee)


 


                         
                                         
                                         
                                                                             


 


(Please Print or Typewrite Name and Address, Including Zip Code of Assignee) 


 


                                                                                                                                                                                              


 


                                                                                                                                                                                            


 


Shares of the capital stock represented by the within Certificate, and do(es) hereby irrevocably 


 


constitute and appoint                                                                                                                                                        


 





Attorney to transfer the said shares on the books of the within
named Corporation with full power of substitution in the premises.







 





	Dated _______________________________	 	 
	 	 	 
	 	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.




 




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Signature(s) Guaranteed 


 


	By: 	 


 





THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17AD-15.


 


The within named Corporation will furnish without charge to
each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions
of such preferences and/or rights. Such requests may be made to the Corporation’s Secretary at the principal office of the
Corporation.




 




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