Vorsatz Mark Lawrence 4
Accession 0001193125-26-037596
Filed
Feb 3, 7:00 PM ET
Accepted
Feb 4, 4:13 PM ET
Size
9.7 KB
Accession
0001193125-26-037596
Research Summary
AI-generated summary of this filing
Andersen Group CEO Mark Vorsatz Gifts 200,000 Exchangeable Units
What Happened
Mark Lawrence Vorsatz, Chairman and CEO of Andersen Group Inc. (ANDG), on Feb. 2, 2026, made a gift transfer of 200,000 Class X Aggregator Units (reported as derivative securities). The Form 4 shows both a 200,000-unit disposition and a 200,000-unit acquisition, indicating a transfer from his direct holdings into a trust he controls. No cash changed hands; price is reported as N/A.
Key Details
- Transaction date: 2026-02-02; Form 4 filed: 2026-02-04 (timely filing).
- Transaction code: G (Gift); security: Class X Aggregator Units (derivative/exchangeable).
- Units transferred: 200,000; price per unit: N/A (gift).
- Holdings after transaction (per footnote F4): 1,400,000 Class X units held by entities he controls (indirectly exchangeable for 1,400,000 Class A shares) plus 600,000 Class X units held by immediate family members (indirectly exchangeable for 600,000 Class A shares) — total 2,000,000 exchangeable units; reporting person disclaims beneficial ownership except for pecuniary interest.
- Notable footnotes: F1 explains Class X units are exchangeable one-for-one for Class A common stock (subject to adjustments, lock-ups, vesting, and cancellation of accompanying Class B shares); F2 confirms this transfer was to a trust he controls and remains subject to issuer lock-up restrictions; F3 describes vesting schedule applicable to some units.
Context
Class X Aggregator Units are derivative, exchangeable for Class A shares under the Aggregator LLC agreement; upon exchange accompanying Class B shares are automatically cancelled and Class B shares do not represent economic interest (F1). Gift transfers to family trusts or controlled trusts are common estate/planning moves and do not necessarily indicate the insider’s market sentiment.
Insider Transaction Report
- Gift
Class X Aggregator Units
[F1][F2][F3]2026-02-02−200,000→ 5,000,000 total→ Class A Common Stock (200,000 underlying) - Gift
Class X Aggregator Units
[F1][F2][F3][F4]2026-02-02+200,000→ 2,000,000 total(indirect: See footnote)→ Class A Common Stock (200,000 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of the Amended and Restated Limited Liability Company Agreement of Andersen Aggregator LLC ("Aggregator") dated as of December 16, 2025 (the "Aggregator LLCA"), as disclosed in the prospectus of Andersen Group Inc. (the "Issuer"), the Class X Aggregator Units held by the Reporting Person are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Aggregator LLCA. Upon an exchange of the Class X Aggregator Units, an equal number of shares of Class B common stock of the Issuer accompanying the Class X Aggregator Units and held by Andersen Aggregator LLC or its permitted transferee will be automatically cancelled for no additional consideration. Shares of Class B Common Stock do not represent economic interests in the Issuer.
- [F2]The reported transaction reflects a transfer from the Reporting Person's direct holdings to a trust controlled by the Reporting Person, for no consideration. The securities continue to be subject to the lock-up restrictions described in the Issuer's prospectus filed with the Securities and Exchange Commission on December 17, 2025.
- [F3]The reported units shall be vested with respect to 50% of the shares as of December 16, 2025, and shall vest annually thereafter in equal installments over the following five years, subject to the Reporting Person's continuous service to the Issuer through each such vesting date.
- [F4]Consists of (i) 1,400,000 Class X Aggregator Units held by entities controlled by and/or affiliated with the Reporting Person which are indirectly exchangeable for 1,400,000 shares of Class A common stock and (ii) 600,000 Class X Aggregator Units held by immediate family members of the Reporting Person which are indirectly exchangeable for 600,000 shares of Class A common stock, and over which the Reporting Person exercises voting control. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Signature
Documents
Issuer
Andersen Group Inc.
CIK 0002065708
Related Parties
1- filerCIK 0002071142
Filing Metadata
- Form type
- 4
- Filed
- Feb 3, 7:00 PM ET
- Accepted
- Feb 4, 4:13 PM ET
- Size
- 9.7 KB