11/06/2026 | Press release | Distributed by Public on 11/06/2026 15:22
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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) | ||
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bowman Gary 12355 SUNRISE VALLEY DRIVE SUITE 520 RESTON, VA 20191 |
X | X | Chief Executive Officer | |
| /s/ Gary Bowman by Robert Hickey with Power of Attorney | 11/06/2026 | |
| **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) | Pursuant to the Agreement and Plan of Merger, dated as of August 10, 2026 (the "Merger Agreement"), by and among Bowman Consulting Group Ltd. (the "Company"), Prive Parent, Inc. ("Parent"), and Prive Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Parent, on November [_], 2026, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation, and each share of Company common stock, par value $0.01 per share (each, a "Share"), outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain excluded Shares) was automatically canceled and converted into the right to receive $43.00 in cash, without interest and subject to any applicable tax withholding (the "Merger Consideration"). |
| (2) | Immediately prior to the Effective Time, each outstanding Company performance-based restricted stock unit (each, a "PRSU") granted to the Reporting Person became fully vested with respect to that number of Shares awarded and not the achievement of performance levels, and each such PRSU was automatically canceled and converted into the right to receive the Merger Consideration with respect to each Share underlying such PRSU |
| (3) | Immediately prior to the Effective Time, each outstanding Company restricted stock award (each, an "RSA") granted to the Reporting Person became fully vested and free of restrictions and were subsequently canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such RSA, the Merger Consideration in cash, without interest. |
| (4) | Refers to Shares held by Bowman Family Asset Management, LLC, an estate planning vehicle established to manage the investments of Mr. Bowman and his family, of which Mr. Bowman is the manager. The Reporting Person has shared voting and dispositive power over the 1,272,838 Shares held by Bowman Family Asset Management, LLC. |