GEC Partners III LP 4/A
4/A · Flowco Holdings Inc. · Filed Apr 6, 2026
Research Summary
AI-generated summary of this filing
Flowco (FLOC) 10% Owner Jonathan Fairbanks Sells Shares
What Happened
Jonathan B. Fairbanks, a reported 10% owner through affiliated GEC entities, exercised/converted derivative interests into Flowco securities and sold a total of 7,800,000 shares in open-market transactions on March 26, 2026. The sales were executed at $21.18 per share for aggregate gross proceeds of $165,165,000. The filing is an amended Form 4 to add several GEC-related reporting persons (see Key Details/Remarks).
Key Details
- Transaction date: March 26, 2026. Sale price: $21.18 per share.
- Shares sold: 7,800,000 total (breakdown: 1,682,406; 1,907,855; 4,031,250; plus two smaller blocks of 94,694 and 83,795).
- Gross proceeds: $165,165,000 (approximately $165.2M).
- Derivative activity: Matching exercise/conversion entries for 1,682,406; 1,907,855; and 4,031,250 shares (Form 4 lists these as code "M"). Some conversion entries are reported at $0.00 (reflecting conversion of derivative/paired interests).
- Shares owned after transaction: Not specified in the amended filing.
- Filing status: This is an AMENDED Form 4 filed April 6, 2026. The amendment was submitted to add GEC Advisors LLC and several GEC-related entities as official reporting persons after reactivation of their EDGAR accounts.
- Notable footnotes: The sold securities involve "Paired Interests" (Common Units of Flowco MergeCo LLC paired with Class B common stock) that are exchangeable into Class A common stock under the company’s LLC agreement; upon exchange, corresponding Class B shares are generally cancelled. Footnotes also describe the GEC entities’ relationships and disclaimers of beneficial ownership except for pecuniary interests.
Context
- This was a conversion/exercise of derivative interests followed by immediate open-market sales (i.e., a cash-out of converted holdings), not a straight buy. For retail investors, sales after exercise are typically liquidity/cash-raising events rather than clear signals of management sentiment.
- Fairbanks is a large institutional/10% owner via GEC-affiliated funds and entities (not a typical executive compensation sale). The amendment clarifies reporting persons and certain group/voting arrangements (including a Stockholders Agreement that may result in aggregated group ownership >50%), but the filing disclaims pecuniary ownership of other stockholders’ shares.
Insider Transaction Report
Form 4/AAmended
Fairbanks Jonathan B.
Director10% OwnerOther
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F4]2026-03-26+1,682,406→ 1,682,406 total(indirect: By GEC Partners III-B LP) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F5]2026-03-26+1,907,855→ 1,907,855 total(indirect: By GEC Partners III LP) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F6]2026-03-26+4,031,250→ 4,031,250 total(indirect: By LLC) - Sale
Class A Common Stock
[F3][F4]2026-03-26$21.18/sh−1,682,406$35,624,947→ 0 total(indirect: By GEC Partners III-B LP) - Sale
Class A Common Stock
[F3][F5]2026-03-26$21.18/sh−1,907,855$40,398,830→ 0 total(indirect: By GEC Partners III LP) - Sale
Class A Common Stock
[F3][F6]2026-03-26$21.18/sh−4,031,250$85,361,719→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
[F3]2026-03-26$21.18/sh−94,694$2,005,145→ 366,103 total(indirect: By GEC Partners III GI LP) - Sale
Class A Common Stock
[F3]2026-03-26$21.18/sh−83,795$1,774,359→ 323,965 total(indirect: By GEC Partners III-B GI LP) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F4]2026-03-26−1,682,406→ 6,504,398 total(indirect: By GEC Partners III-B LP)→ Class A Common Stock (1,682,406 underlying) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F5]2026-03-26−1,907,855→ 7,376,013 total(indirect: By GEC Partners III LP)→ Class A Common Stock (1,907,855 underlying) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F6]2026-03-26−4,031,250→ 15,585,309 total(indirect: By LLC)→ Class A Common Stock (4,031,250 underlying)
Holdings
- 15,625
Class A common stock
- 500(indirect: By Children)
Class A common stock
- 500(indirect: By Children)
Class A common stock
- 500(indirect: By Children)
Class A common stock
- 500(indirect: By Children)
Class A common stock
Footnotes (6)
- [F1]Represents Common Units (the "Common Units") of Flowco MergeCo LLC ("Flowco MergeCo"). Each Common Unit is 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, dated as of January 17, 2025 (the "Restated LLC Agreement"), each Paired Interest is exchangeable into one share of Class A Common Stock ("Class A Common Stock") of the Issuer (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. [continues in footnote 2]
- [F2][continued from footnote 1] 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.
- [F3]GEC Capital Group III LP is the general partner of each of GEC Partners III LP and GEC Partners III-GI LP, and GEC Group Ltd. is the general partner of GEC Capital Group III LP. GEC Capital Group III-B LP is the managing member or general partner of each of GEC Estis Co-Invest II LLC and GEC Partners III-B LP, and GEC Group B Ltd. is the general partner of GEC Capital Group III-B LP. Mr. Fairbanks is the manager and controlling member of GEC, GEC Group Ltd. and GEC Group B. Ltd, as well as GEC Advisors LLC, a registered investment advisor to the funds that beneficially own such shares, with discretionary authority over each such fund's accounts. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Capital Group III LP and GEC Group B Ltd. disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F4]These securities are held directly by GEC Partners III-B LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F5]These securities are held directly by GEC Partners III LP. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group Ltd. and GEC Capital Group III LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.
- [F6]These securities are held directly by GEC Estis Co-Invest II LLC. Each of Mr. Fairbanks, GEC Advisors LLC, GEC Group B Ltd. and GEC Capital Group III-B LP disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.