3//SEC Filing
GEC Advisors LLC 3
Accession 0000905148-25-000126
CIK 0002035149other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 8:58 PM ET
Size
33.5 KB
Accession
0000905148-25-000126
Insider Transaction Report
Form 3
GEC Group B Ltd
10% OwnerOther
Holdings
- 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
- (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying) - 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying)
GEC Capital Group III-B LP
10% OwnerOther
Holdings
- 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying) - (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying) - 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
GEC Group Ltd
10% OwnerOther
Holdings
- 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
- (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying) - (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying)
GEC Capital Group III LP
10% OwnerOther
Holdings
- 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
- 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying) - (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying)
GEC Partners III B LP
10% OwnerOther
Holdings
- (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying) - 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying) - 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
GEC Advisors LLC
10% OwnerOther
Holdings
- 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
- 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying) - (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying)
Fairbanks Jonathan B.
Director10% OwnerOther
Holdings
- 460,797(indirect: By GEC Partners III GI LP)
Class A Common Stock
- (indirect: By GEC Partners III-B LP)
LLC Interests
→ Class A Common Stock (8,186,804 underlying) - (indirect: By GEC Partners III LP)
LLC Interests
→ Class A Common Stock (9,283,868 underlying) - (indirect: By LLC)
LLC Interests
→ Class A Common Stock (19,616,559 underlying) - 407,760(indirect: By GEC Partners III-B GI LP)
Class A Common Stock
Footnotes (9)
- [F1]These shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer") will be issued by the Issuer directly to GEC Partners III GI LP (460,797 shares) and GEC Partners III-B GI LP (407,760 shares) (such entities, the "Blocker Shareholders") prior to the closing of the initial public offering ("IPO") in accordance with a Master Reorganization Agreement ("Master Reorganization Agreement"), dated as of January 15, 2025, by and among the Issuer, Flowco MergeCo, the Blocker Shareholders, and the other parties thereto, and a related Master Merger Agreement, in connection with the merger of GEC III-GI FPS Blocker Corp. and GEC III-GI Estis Blocker Corp. (the "Blocker Companies") into wholly owned subsidiaries of the Issuer. Each of the Blocker Companies currently own limited liability company interests in Flowco MergeCo LLC ("Flowco MergeCo"). [continues in footnote 2]
- [F2][continued from footnote 1] Such mergers will result in the surviving Blocker Companies initially being wholly owned by the Issuer, prior to their merger with and into the Issuer, and the limited liability company interests in Flowco MergeCo owned by the Blocker Companies thereafter being owned directly by the Issuer. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., and GEC Capital Group III LP, disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F3]GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors, GEC Capital Group III LP, GEC Group B Ltd., disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F4]Represents Common Units of Flowco MergeCo (the "Common Units"). Each Common Unit will be paired with one share of Class B common stock of the Issuer ("Class B Common Stock", and together with the paired Common Unit, the "Paired Interest"). Pursuant to a Second Amended and Restated Limited Liability Company Agreement of Flowco MergeCo (the "Restated LLC Agreement"), which will be entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO, (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo will be recapitalized into Common Units and (ii) each Paired Interest will be exchangeable into one share of Class A Common Stock (or at the Issuer's election, cash based on the redemption rate set forth in the Restated LLC Agreement and the value of the Class A Common Stock at the time of the exchange), subject to the terms of the Restated LLC Agreement. [continues in footnote 5]
- [F5][continued from footnote 4] Upon an exchange of the Paired Interests for Class A Common Stock, the corresponding number of shares of Class B Common Stock, which entitle its holder to one vote per share on all matters presented to the Issuer's stockholders generally will be cancelled.
- [F6]These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F7]These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors, GEC Group Ltd., and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F8]These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F9]As of the date hereof, each of GEC Partners III LP and GEC Estis Co-Invest II LLC has not yet received the reset codes required to make filings with the Securities and Exchange Commission; however, each of such Reporting Persons has applied to reset the applicable codes and will supplement this Form 3 once such codes are available.
Documents
Issuer
Flowco Holdings Inc.
CIK 0002035149
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002051005
Filing Metadata
- Form type
- 3
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 8:58 PM ET
- Size
- 33.5 KB