Pattern Group Inc.

06/23/2026 | Press release | Distributed by Public on 06/23/2026 14:30

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KL Pattern Holdings LP
2. Issuer Name and Ticker or Trading Symbol
Pattern Group Inc. [PTRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O KNOX LANE LP, 655 MONTGOMERY STREET, SUITE 1905
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026
(Street)
SAN FRANCISCO, CA 94111
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series A Common Stock 06/18/2026 S 9,200,000 D $18.145(1) 18,976,542 I See footnote(2)(3)
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KL Pattern Holdings LP
C/O KNOX LANE LP
655 MONTGOMERY STREET, SUITE 1905
SAN FRANCISCO, CA 94111
X
KLC Fund I GP LP
C/O KNOX LANE LP
655 MONTGOMERY STREET, SUITE 1905
SAN FRANCISCO, CA 94111
X
KLC Fund I UGP LLC
C/O KNOX LANE LP
655 MONTGOMERY STREET, SUITE 1905
SAN FRANCISCO, CA 94111
X
Bailey John P.
C/O KNOX LANE LP
655 MONTGOMERY STREET, SUITE 1905
SAN FRANCISCO, CA 94111
X X

Signatures

KL Pattern Holdings LP, By: KLC Fund I GP LP, its General Partner, By: KLC Fund I UGP LLC, its General Partner, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member 06/23/2026
**Signature of Reporting Person Date
KLC Fund I GP LP, By: KLC Fund I UGP LLC, its General Partner, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member 06/23/2026
**Signature of Reporting Person Date
KLC Fund I UGP LLC, By: /s/ John P. Bailey, Name: John P. Bailey, Title: Managing Member 06/23/2026
**Signature of Reporting Person Date
/s/ John P. Bailey 06/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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 reported price represents the public offering price, less underwriting discounts and commissions, received by KL Pattern Holdings LP (the "KL Shareholder") in connection with a registered offering.
(2) 17,375,341 of the reported securities are held directly by the KL Shareholder, 302,256 of the reported securities are held directly by KLC Fund I LP ("KLC Fund I") and, after giving effect to a distribution by the KL Shareholder in connection with the reported sale, 1,298,945 of the reported securities are held directly by KL Pattern Co-Invest Partners LP ("KL Pattern Co-Invest"). The management of the KL Shareholder and the management of KLC Fund I are controlled by KLC Fund I GP LP ("KLC Fund GP"). The management of KL Pattern Co-Invest is controlled by KL CIP GP LP ("KL CIP GP"). KLC Fund I UGP LLC ("KLC Fund UGP") is the general partner of KLC Fund GP and KL CIP GP. The management of KLC Fund UGP is controlled by its managing member, John Bailey. As such, Mr. Bailey may be deemed to have voting and dispositive power with respect to the shares held by the KL Shareholder,
(3) (Continued from footnote 2) KLC Fund I and KL Pattern Co-Invest but disclaims beneficial ownership except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Pattern Group Inc. published this content on June 23, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 23, 2026 at 20:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]