04/08/2025 | Press release | Distributed by Public on 04/08/2025 17:00
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Penn Mark Jeffery C/O STAGWELL INC. ONE WORLD TRADE CENTER, FLOOR 65 NEW YORK, NY 10007 |
X | X | Chief Executive Officer |
/s/ Mark Penn | 04/08/2025 | |
**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) | On April 4, 2025, Stagwell Media LP ("Stagwell Media") distributed to its partners, on a pro rata basis for no consideration, all of the 151,648,741 shares of Class A Common Stock of the Issuer that it held. In such distribution, 6,626,401 shares of Class A Common Stock were distributed to the Reporting Person, 28,977,707 shares of Class A Common Stock were distributed to The Stagwell Group LLC ("Stagwell Group") and the remaining 116,044,633 shares of Class A Common Stock were distributed to another partner. |
(2) | The Reporting Person is the controlling person of Stagwell Group and Stagwell Media. Prior to the reported transaction, Stagwell Group directly held 130,000 shares of Class A Common Stock, and Stagwell Media directly held 151,648,741 shares of Class A Common Stock. Following the reported transaction, Stagwell Group directly held 29,107,707 shares of Class A Common Stock, and Stagwell Media directly held zero shares of Class A Common Stock. |
(3) | The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |