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 After Exercise
What Happened
- Jonathan B. Fairbanks (reported as a 10% owner) converted/exercised paired interests (Common Units paired with Class B stock) and sold a total of 1,170,000 shares in open-market transactions on March 26, 2026. The sales were executed at $21.18 per share for aggregate gross proceeds of $24,774,750.
- The conversion/exercise entries total 1,143,226 underlying Paired Interests (reported as exercised/converted), and matching derivative-disposition entries at $0 reflect cancellation/adjustment of the paired Class B interests per the LLC agreement. The sales include three large lots (252,361; 286,179; 604,686 shares) and two smaller lots (14,205; 12,569 shares).
Key Details
- Transaction date: 2026-03-26; sale price: $21.18 per share.
- Shares sold: 1,170,000; total proceeds: $24,774,750.
- The exercises/conversions reported (1,143,226 shares) relate to Paired Interests that are exchangeable into Class A common stock under Flowco MergeCo’s LLC agreement.
- Filing: Amended Form 4 filed 2026-04-06 to add several reporting entities (GEC Advisors LLC, GEC Group B Ltd., GEC Capital Group III-B LP, GEC Group Ltd., GEC Capital Group III LP, GEC Partners III-B LP, GEC Partners III LP, GEC Estis Co-Invest II LLC). The amendment states it was made following EDGAR account reactivation; it does not say the original report was late.
- Shares owned after the transactions are not specified in the provided filing tables.
Context
- This was effectively a conversion of paired LLC units into Class A stock followed by immediate open-market sales — a cashless conversion/sale rather than a new purchase (not a bullish purchase signal).
- Footnotes clarify that each Paired Interest can be exchanged for one share of Class A common stock (or, at the issuer’s election, a cash payment), and that the corresponding Class B shares are generally cancelled on exchange.
- Fairbanks is reported as manager/controlling member of several GEC entities that disclaim beneficial ownership except to the extent of a pecuniary interest; the filing notes these parties may be part of a stockholder group that could collectively own >50% of Class A common stock.
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+252,361→ 252,361 total(indirect: By GEC Partners III-B LP) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F5]2026-03-26+286,179→ 286,179 total(indirect: By GEC Partners III LP) - Exercise/Conversion
Class A Common Stock
[F1][F2][F3][F6]2026-03-26+604,686→ 604,686 total(indirect: By LLC) - Sale
Class A Common Stock
[F3][F4]2026-03-26$21.18/sh−252,361$5,343,744→ 0 total(indirect: By GEC Partners III-B LP) - Sale
Class A Common Stock
[F3][F5]2026-03-26$21.18/sh−286,179$6,059,840→ 0 total(indirect: By GEC Partners III LP) - Sale
Class A Common Stock
[F3][F6]2026-03-26$21.18/sh−604,686$12,804,226→ 0 total(indirect: By LLC) - Sale
Class A Common Stock
[F3]2026-03-26$21.18/sh−14,205$300,791→ 351,898 total(indirect: By GEC Partners III GI LP) - Sale
Class A Common Stock
[F3]2026-03-26$21.18/sh−12,569$266,149→ 311,396 total(indirect: By GEC Partners III-B GI LP) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F4]2026-03-26−252,361→ 6,252,037 total(indirect: By GEC Partners III-B LP)→ Class A Common Stock (252,361 underlying) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F5]2026-03-26−286,179→ 7,089,834 total(indirect: By GEC Partners III LP)→ Class A Common Stock (286,179 underlying) - Exercise/Conversion
LLC Interests
[F1][F2][F3][F6]2026-03-26−604,686→ 14,980,623 total(indirect: By LLC)→ Class A Common Stock (604,686 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.