GEC Partners III LP 4/A

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.