Lamotte Nicholas M 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Pershing Square Director Nicholas Lamotte Receives 904,000 Shares
What Happened
Nicholas M. Lamotte, a director of Pershing Square Inc. (PS), was reported on Form 4 as acquiring a total of 904,000 shares on April 30, 2026 — 600,000 shares reported as a grant/award (code A) and 304,000 shares reported as another acquisition (code J). The shares were issued in connection with a combined transaction between Pershing Square Inc. and Pershing Square USA, Ltd. (PSUS) involving IPOs and concurrent private placements; the new PS shares were issued for no additional consideration (no cash price per share reported).
Key Details
- Transaction date: 2026-04-30; Form 4 filed 2026-05-04 (filed 4 days after the transaction; Form 4s are generally due within 2 business days, so this appears later than typical).
- Shares acquired: 600,000 (award/grant, code A) + 304,000 (other acquisition, code J) = 904,000 total. Price: N/A — issued as supplemental shares tied to the PSUS offering (no additional consideration).
- How issuance worked: In the combined transactions, initial investors received free PS shares based on their PSUS purchases — 1.5 PS shares per 5 PSUS shares in the private placement and 1 PS share per 5 PSUS shares in the IPO (footnotes).
- Reported ownership: Some shares are directly held by Consulta Master Fund LP and Consulta SPV II, LP (footnotes). Lamotte is Executive Chairman of Consulta Limited (the manager of those funds) and may be deemed to share voting/dispositive power; he disclaims beneficial ownership except to the extent of pecuniary interest.
Context
These were not open-market purchases but issuance of bonus/allocative shares tied to the combined IPO/private placement structure. The filing indicates institutional/manager relationships (Consulta funds) rather than a straightforward personal cash purchase; such allocations reflect fundraising mechanics more than a direct personal investment decision.
Insider Transaction Report
- Award
Common Stock
[F1][F2][F4][F6]2026-04-30+600,000→ 600,000 total(indirect: See Footnotes) - Other
Common Stock
[F1][F3][F4][F6]2026-04-30+304,000→ 904,000 total(indirect: See Footnotes)
- 7,654,954(indirect: See Footnotes)
Common Stock
[F5][F6]
Footnotes (6)
- [F1]On April 30, 2026, the Issuer and Pershing Square USA, Ltd. ("PSUS") completed a combined transaction, consisting of (i) an initial public offering (the "PS IPO") and a concurrent private placement (the "PS Private Placement") of Issuer common stock and (ii) an initial public offering (the "PSUS IPO" and together with the PS IPO, the "combined IPO") and a concurrent private placement (the "PSUS Private Placement" and together with the PS Private Placement, the "combined private placement") of PSUS's common shares of beneficial interest ("PSUS Common Shares") (collectively, the "combined transaction").
- [F2]Reflects the acquisition of Issuer common stock in connection with the combined private placement. In connection with the PS Private Placement, each initial investor acquired 1.5 shares of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS Private Placement.
- [F3]Reflects the acquisition of Issuer common stock in connection with the combined IPO. In connection with the PS IPO, each initial investor acquired 1 share of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS IPO.
- [F4]Reflects shares directly held by Consulta Master Fund LP.
- [F5]Reflects shares directly held by Consulta SPV II, LP.
- [F6]The Reporting Person is the Executive Chairman of Consulta Limited, the investment manager of Consulta SPV II, LP and Consulta Master Fund LP, and may be deemed to have shared voting and dispositive power over the shares held by each of Consulta SPV II, LP and Consulta Master Fund LP. The Reporting Person disclaims beneficial ownership over the shares reported herein, except to the extent of his pecuniary interest therein.