05/12/2025 | Press release | Distributed by Public on 05/12/2025 18:58
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Units | (1) | 05/12/2025 | C(4) | 2,569,415 | (1) | (1) | Class A Common Stock | 2,569,415 | $ 0 | 141,665,831 | I | See footnotes(7) | |||
Management Award Interests (Obligation to transfer) | (3) | 05/12/2025 | C | 2,569,415 | (3) | (3) | Class A Common Stock | 2,569,415 | $ 0 | 4,400,000 | I | See footnotes(2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sacks Michael Jay C/O GCM GROSVENOR INC. 900 NORTH MICHIGAN AVENUE, SUITE 1100 CHICAGO, IL 60611 |
X | X | Chief Executive Officer | |
Grosvenor Holdings, L.L.C. C/O GCM GROSVENOR INC. 900 NORTH MICHIGAN AVENUE, SUITE 1100 CHICAGO, IL 60611 |
X | |||
GCM V, LLC C/O GCM GROSVENOR INC. 900 NORTH MICHIGAN AVENUE, SUITE 1100 CHICAGO, IL 60611 |
X |
/s/ Burke Montgomery, Attorney-in-Fact for Michael J. Sacks | 05/12/2025 | |
**Signature of Reporting Person | Date | |
/s/ Burke Montgomery, Attorney-in-Fact for Grosvenor Holdings, L.L.C. | 05/12/2025 | |
**Signature of Reporting Person | Date | |
/s/ Burke Montgomery, Attorney-in-Fact for GCM V, LLC | 05/12/2025 | |
**Signature of Reporting Person | Date |
* | 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) | The Common Units of Grosvenor Capital Management Holdings, LLLP ("GCMH") may be redeemed by the Reporting Person at any time for shares of the Issuer's Class A Common Stock on a one-to-one basis or cash. The Common Units do not expire. |
(2) | Represents securities held directly by GCM Grosvenor Management, LLC ("GCM Grosvenor Management"). The Reporting Person is the ultimate managing member GCM Grosvenor Management. |
(3) | On May 1, 2025, the Management Award Interests originally granted by GCM Grosvenor Management on December 15, 2022 and March 19, 2025 vested in full, resulting in the obligation to transfer of shares of Class A Common Stock and Common Units to certain employees of the Issuer or its affiliates. |
(4) | Represents the transfer of shares of Class A Common Stock and Common Units owned by GCM Grosvenor Management in settlement of vested Management Award Interests to certain employees of the Issuer or its affiliates on May 12, 2025. |
(5) | The Issuer's Class C Common Stock is automatically cancelled for no consideration upon any sale or other transfer of a share of the Issuer's Class A Common Stock issued as a result of any redemption or direct exchange of the Common Units of GCMH. |
(6) | Represents securities held directly by GCM V, LLC ("GCM V"). The Reporting Person is the ultimate managing member of GCM V. |
(7) | Represents securities held directly by Grosvenor Holdings, L.L.C. ("Grosvenor Holdings"), Grosvenor Holdings II, L.L.C. ("Grosvenor Holdings II"), GCM Progress Subsidiary LLC ("GCM Progress") and GCM Grosvenor Management. The Reporting Person is the ultimate managing member of each of Grosvenor Holdings, Grosvenor Holdings II, GCM Progress and GCM Grosvenor Management. |