4//SEC Filing
LEGENCE PARENT LLC 4
Accession 0001193125-26-007717
CIK 0002052568other
Filed
Jan 7, 7:00 PM ET
Accepted
Jan 8, 4:15 PM ET
Size
30.1 KB
Accession
0001193125-26-007717
Insider Transaction Report
Form 4
Legence Parent ML LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Legence Parent II ML LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
LEGENCE PARENT LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Legence Parent II LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
BX Refficiency Aggregator LP
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Refficiency Aggregator II LP
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
BCP 8/BEP 3 Holdings Manager L.L.C.
10% Owner
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Transactions
- Conversion
Class A Common Stock
2026-01-08+780,121→ 958,692 total(indirect: Parent ML) - Conversion
Class B Common Stock
2026-01-08−780,121→ 40,699,833 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−780,121$35,105,445→ 178,571 total(indirect: Parent ML) - Sale
Class A Common Stock
2026-01-08$45.00/sh−480,205$21,609,225→ 25,162,794 total(indirect: Parent II ML) - Conversion
Class B Units of Legence Holdings LLC
2026-01-08−780,121→ 40,699,833 total(indirect: See Footnotes)→ Class A Common Stock (780,121 underlying)
Footnotes (8)
- [F1]Represents the exchange by Legence Parent ML LLC ("Parent ML") of 780,121 Class B Units of Legence Holdings LLC ("Holdings") (together with an equal number of shares of the Issuer's Class B Common Stock, which were forfeited for no additional consideration) for a corresponding number of shares of the Issuer's Class A Common Stock (the "Exchange").
- [F2]In connection with the underwriters' exercise of their over-allotment option relating to the secondary offering of shares of Class A Common Stock of the Issuer, Parent ML and Legence Parent II ML LLC ("Parent II ML") sold shares of Class A Common Stock to the underwriters at a price per share equal to the public offering price of $45.00 per share of Class A Common Stock, less underwriting discounts and commissions of $1.575 per share.
- [F3]Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Holdings and that certain Exchange Agreement, dated as of September 11, 2025, by and among, among others, the Issuer and Holdings, Parent ML may exchange Class B Units held by it (along with forfeiting a corresponding number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis. The Class B Units do not expire. Shares of Class B Common Stock do not represent economic interests in the Issuer.
- [F4]Represents Class B Units and a corresponding number shares of Class B Common Stock directly held by Parent ML immediately following the Exchange.
- [F5]Parent ML is controlled by Legence Parent LLC ("Parent"), its sole member. Parent is controlled by BX Refficiency Aggregator LP ("BX Refficiency"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of BX Refficiency.
- [F6]Parent II ML is controlled by Legence Parent II LLC ("Parent II LLC"), its sole member. Parent II LLC is controlled by Refficiency Aggregator II LP ("Refficiency II"), its managing member. BCP 8/BEP 3 Holdings Manager L.L.C. is the general partner of Refficiency II.
- [F7]Blackstone Energy Management Associates III L.P. and Blackstone Management Associates VIII L.P. are the managing members of BCP 8/BEP 3 Holdings Manager L.L.C. Blackstone EMA III L.L.C. is the general partner of Blackstone Energy Management Associates III L.P. BMA VIII L.L.C. is the general partner of Blackstone Management Associates VIII L.P. Blackstone Holdings II L.P. is the managing member of Blackstone EMA III L.L.C. and BMA VIII L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings I/II GP L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- [F8]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Documents
Issuer
Legence Corp.
CIK 0002052568
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001938307
Filing Metadata
- Form type
- 4
- Filed
- Jan 7, 7:00 PM ET
- Accepted
- Jan 8, 4:15 PM ET
- Size
- 30.1 KB