4//SEC Filing
DOAK MICHAEL 4
Accession 0001628280-24-032372
CIK 0002007596other
Filed
Jul 18, 8:00 PM ET
Accepted
Jul 19, 9:03 PM ET
Size
14.7 KB
Accession
0001628280-24-032372
Insider Transaction Report
Form 4
TWFG, Inc.TWFG
DOAK MICHAEL
Director
Transactions
- Other
Class B LLC Units in TWFG Holding Company, LLC
2024-07-19−1,820,234→ 0 total(indirect: By LLC)→ Class A Common Stock (1,820,234 underlying) - Other
Class B Common Stock
2024-07-19+1,820,234→ 1,820,234 total(indirect: By LLC) - Other
Class B LLC Units in TWFG Holding Company, LLC
2024-07-19+1,820,234→ 1,820,234 total(indirect: By LLC)→ Class A Common Stock (1,820,234 underlying) - Award
Class A Common Stock
2024-07-17+3,529→ 3,529 total - Purchase
Class A Common Stock
2024-07-19$17.00/sh+588,235$9,999,995→ 591,764 total(indirect: By LLC)
Footnotes (4)
- [F1]Represents shares purchased from the underwriters in the Issuer's initial public offering by Griffin Highline Capital, LLC.
- [F2]Griffin Highline Capital, LLC is the managing member of GHC Woodlands Holdings, Inc. ("GHC"). Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital, LLC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC or Griffin Highline Capital, LLC, except to the extent of his pecuniary interest therein.
- [F3]( 1/2) Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO, (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC were reclassified as LLC Units of TWFG Holding, and (ii) GHC now holds 1,820,234 LLC Units of TWFG Holdings and a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed and, upon
- [F4](2/2) such exchange, an equivalent number of shares of Class B Common Stock of the Issuer held by GHC will be canceled.
Documents
Issuer
TWFG, Inc.
CIK 0002007596
Entity typeother
Related Parties
1- filerCIK 0001611672
Filing Metadata
- Form type
- 4
- Filed
- Jul 18, 8:00 PM ET
- Accepted
- Jul 19, 9:03 PM ET
- Size
- 14.7 KB