Burgess Trevor R 4

Accession 0001193125-25-230522

CIK 0002067129other

View on SEC.gov Company Profile

Filed

Oct 2, 8:00 PM ET

Accepted

Oct 3, 5:41 PM ET

Size

37.0 KB

Accession

0001193125-25-230522

Insider Transaction Report

Form 4

Period: 2025-10-02

Neptune Insurance Holdings Inc.NP

Burgess Trevor R

DirectorCEO & Chairman of the Board10% Owner

Transactions

Other
Common Stock
2025-10-02−25,039,000→ 0 total(indirect: Held by Burgess Family SLAT, u/a/d March 26, 2025)
Other
Common Stock
2025-10-02−17,885,000→ 0 total(indirect: By Trust)
Other
Class A Common Stock
2025-10-02+17,885,000→ 17,885,000 total(indirect: By Trust)
Award
Class A Common Stock
2025-10-02+1,982,964→ 1,982,964 total
Other
Class B Common Stock
2025-10-02+17,885,000→ 17,885,000 total(indirect: By Trust)
→ Class A Common Stock (17,885,000 underlying)
Other
Stock Option (right to buy)
2025-10-02−5,880,000→ 0 total
Exercise: $5.50Exp: 2033-11-09→ Common Stock (5,880,000 underlying)
Other
Stock Option (right to buy)
2025-10-02−280,000→ 0 total
Exercise: $5.50Exp: 2035-03-08→ Common Stock (280,000 underlying)
Other
Class A Common Stock
2025-10-02−25,039,000→ 0 total(indirect: Held by Burgess Family SLAT, u/a/d March 26, 2025)
Other
Common Stock
2025-10-02−511,000→ 0 total(indirect: By Trust)
Other
Class A Common Stock
2025-10-02+511,000→ 511,000 total(indirect: By Trust)
Other
Class A Common Stock
2025-10-02+25,039,000→ 25,039,000 total(indirect: Held by Burgess Family SLAT, u/a/d March 26, 2025)
Other
Class A Common Stock
2025-10-02−17,885,000→ 0 total(indirect: By Trust)
Other
Class A Common Stock
2025-10-02−511,000→ 0 total(indirect: By Trust)
Other
Class B Common Stock
2025-10-02+25,039,000→ 25,039,000 total(indirect: Held by Burgess Family SLAT, u/a/d March 26, 2025)
→ Class A Common Stock (25,039,000 underlying)
Other
Class B Common Stock
2025-10-02+511,000→ 511,000 total(indirect: By Trust)
→ Class A Common Stock (511,000 underlying)
Other
Stock Option (right to buy)
2025-10-02+5,880,000→ 5,880,000 total
Exercise: $5.50Exp: 2033-11-09→ Class A Common Stock (5,880,000 underlying)
Other
Stock Option (right to buy)
2025-10-02+280,000→ 280,000 total
Exercise: $5.50Exp: 2035-03-08→ Class A Common Stock (280,000 underlying)

Footnotes (7)

[F1]Pursuant to a reclassification exempt under Rule 16b-7, shares of Common Stock were automatically reclassified as shares of Class A Common Stock on a one-for-one basis upon the filing of the Second Amended and Restated Certificate of Incorporation of the Issuer immediately prior to the closing of the Issuer's initial public offering ("IPO").
[F2]The Reporting Person is the trustee of the trust.
[F3]Shares of Class A Common Stock were exchanged with the Issuer for shares of Class B Common Stock on a one-for-one basis pursuant to the Exchange Agreement between the Reporting Person and the Issuer.
[F4]Jonathan W. Meyer and David J. Rectenwald are Co-Trustees of the trust and may be replaced at the discretion of the Reporting Person. By virtue of his relationship with the trust, the Reporting Person is deemed to have an indirect beneficial interest in the shares held by the trust. The Reporting Person disclaims beneficial ownership of the shares held by the trust.
[F5]Represents shares of Class A Common Stock underlying an award of time-based restricted stock units ("RSUs"). The RSUs will vest in equal annual installments over three years, beginning on September 30, 2026, subject to the continuous service of the Reporting Person through each vesting date. Each share of Class A Common Stock received upon the settlement of the RSU may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.
[F6]Each outstanding share of Class B Common Stock is convertible into one share of the Issuer's Class A common stock at any time, (i) at the option of the Reporting Person, (ii) automatically upon any transfer, whether or not for value (except for certain permitted transfers), or (iii) upon the occurrence of certain events or conditions, as described further in the Issuer's Second Amended and Restated Certificate of Incorporation.
[F7]The stock option fully vested upon the closing of (and became exercisable in connection with) the IPO. Each share of Class A Common Stock received upon the exercise of the stock option may be exchanged by the Reporting Person into one share of the Issuer's Class B Common Stock.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

Neptune Insurance Holdings Inc.

CIK 0002067129

→

Entity typeother

Related Parties

filerCIK 0001613062

Filing Metadata

Form type: 4
Filed: Oct 2, 8:00 PM ET
Accepted: Oct 3, 5:41 PM ET
Size: 37.0 KB

View on SEC.gov