05/20/2026 | Press release | Distributed by Public on 05/20/2026 18:04
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B-1 Common Stock | (3) | 05/18/2026 | M(1) | 198,083 | (3) | (3) | Class A Common Stock | 198.083 | $0.02 | 0 | I | PWP VoteCo Professionals LP | |||
| PWP Holdings LP Common Units | (4) | 05/18/2026 | M(1) | 198,083 | (4) | (4) | Class A Common Stock | 198,083 | $18.37 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
STEEL ROBERT K 767 FIFTH AVENUE NEW YORK, NY 10153 |
X | |||
| /s/ Justin Kamen, as Attorney-in-Fact | 05/20/2026 | |
| **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) | Reflects an exchange of PWP OpCo Units (as defined below) for an equal number of Class A Shares (as defined below). In connection with the exchange, an equal number of Class B-1 Shares (as defined below) were surrendered to the Issuer and converted into Class A Shares at a conversion rate of 0.001 Class A Share for one Class B Share. |
| (2) | Reflects the settlement of the exchange of PWP OpCo Units and Class B-1 Shares, as applicable, for cash. |
| (3) | Concurrently with an exchange of PWP Holdings LP Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") for shares of Class A common stock ("Class A Shares") or cash by a PWP Holdings LP unitholder ("Unitholder") who also holds shares of Class B-1 common stock ("Class B-1 Shares"), such Unitholder will be required to surrender to the Issuer a number of Class B-1 Shares equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, for an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. |
| (4) | Subject to certain lock-up periods, PWP OpCo Units, upon the surrender of an equal number of Class B-1 Shares, may be exchanged for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. PWP OpCo Units do not expire. |
|
Remarks: The PWP OpCo Units and Class B Shares reported herein were previously held directly by PWP Professional Partners LP ("Professional Partners"). Professional Partners was an aggregator partnership through which certain partners held interests in PWP Holdings LP ("PWP OpCo"), the entity through which the Issuer holds its advisory business. On December 31, 2023, as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which was the "surviving partnership" under the Act (the "Division"). Professional Partners changed its name to PWP AmCo Professionals LP in connection with the Division. In the Division, (i) Class B-1 Shares previously held by Professional Partners were allocated to VoteCo Professionals, and (ii) PWP OpCo Units previously held by Professional Partners were allocated to AdCo Professionals. On April 1, 2024, as part of this internal reorganization, AdCo Professionals merged with and into PWP OpCo (the "Merger"). This Division and Merger did not involve any purchase or sale of Issuer securities or change in pecuniary interest by the reporting person. |
|