Home/Filings/3/A/0000950170-25-042696

3/A//SEC Filing

WD Thunder CV Parallel LP 3/A

Accession 0000950170-25-042696

CIK 0002035149other

View on SEC.gov Company Profile

Filed

Mar 19, 8:00 PM ET

Accepted

Mar 20, 4:23 PM ET

Size

23.3 KB

Accession

0000950170-25-042696

Insider Transaction Report

Form 3/AAmended

Period: 2025-03-17

Flowco Holdings Inc.FLOC

WD Thunder CV Ultimate GP LLC

Director10% OwnerOther

Holdings

Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166
LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)

WD Thunder CV GP, LP

Director10% Owner

Holdings

Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166

WD Thunder CV IND LP

Director10% Owner

Holdings

LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)
Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166

WD Thunder CV Parallel LP

Director10% Owner

Holdings

Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166

WD Thunder CV LP

Director10% Owner

Holdings

Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)

WDE Flogistix Aggregate, LLC

Director10% Owner

Holdings

LLC Interests
(indirect: By LLC)
→ Class A Common Stock (10,100,525 underlying)
Class A Common Stock
(indirect: By WD Thunder CV IND LP)
92,644
Class A Common Stock
(indirect: By WD Thunder CV Parallel LP)
3,325,253
Class A Common Stock
(indirect: By WD Thunder CV LP)
965,166

Footnotes (11)

[F1]Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV IND LP ("CF IND") of 92,644 shares of Class A Common Stock ("Class A Common Stock") of Flowco Holdings Inc. (the "Issuer"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF IND as a result of administrative error.
[F10]These securities are held directly by WDE. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
[F11]This Form 3 is not reporting any additional securities owned by the Reporting Persons. The aggregate number of securities held by the Reporting Persons was correctly stated in the original Form 3 filed on January 15, 2025; however, the original Form 3 filing reflected an incorrect number of shares of Class A Common Stock held by CF IND, CF Parallel and CF Main, and the number of Common Units held by WDE as a result of administrative error.
[F2]Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV Parallel LP ("CF Parallel") of 3,325,253 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Parallel as a result of administrative error.
[F3]Pursuant to the transactions described in footnotes (1) and (2) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WD Thunder CV LP ("CF Main") of 965,166 shares of Class A Common Stock. The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Class A Common Stock received by CF Main as a result of administrative error.
[F4]Pursuant to the transactions described in footnotes (4) and (5) to the Reporting Person's original Form 3 filed on January 15, 2025, the transactions provided for the receipt by WDE Flogistix Aggregate LLC ("WDE") of 10,100,525 Common Units of Flowco MergeCo LLC (the "Common Units"). The Reporting Person's original Form 3 filed on January 15, 2025 reflected an incorrect number of Common Units received by WDE as a result of administrative error. 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 LLC (the "Restated LLC Agreement"), which was entered into pursuant to the Master Reorganization Agreement in connection with the closing of the IPO,
[F5](Continued from footnote 4) (i) all then-existing and outstanding limited liability company interests of Flowco MergeCo LLC were recapitalized into Common Units and (ii) each Paired Interest was 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. 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]WD Thunder CV GP LP ("CV GP") is the general partner of each of CF IND, CF Parallel and CF Main (the "Blocker Shareholders") and the sole manager of WDE (WDE, together with the Blocker Shareholders, the "Direct Holders"). CV GP is controlled by WD Thunder CV Ultimate GP LLC ("WD GP"). WD GP is controlled by its board of managers which consists of four members.
[F7]These securities are held directly by CF IND. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
[F8]These securities are held directly by CF Parallel. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
[F9]These securities are held directly by CF Main. Each of WD GP, CV GP and the Direct Holders disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

Documents

1 file

3
ownership.xml
3/A

Issuer

Flowco Holdings Inc.

CIK 0002035149

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0002002458

Filing Metadata

Form type: 3/A
Filed: Mar 19, 8:00 PM ET
Accepted: Mar 20, 4:23 PM ET
Size: 23.3 KB

View on SEC.gov