GEC Partners III LP 4/A

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.