4//SEC Filing
PWP Professional Partners LP 4
Accession 0001777835-24-000005
CIK 0001777835other
Filed
Jan 1, 7:00 PM ET
Accepted
Jan 2, 5:00 PM ET
Size
10.1 KB
Accession
0001777835-24-000005
Insider Transaction Report
Form 4
PWP Professional Partners LP
Director
Transactions
- Other
PWP Holdings LP Common Units
2023-12-31−40,467,075→ 0 total→ Class A Common Stock (40,467,075 underlying) - Other
Class B-1 Common Stock
2023-12-31−40,467,075→ 0 total→ Class A Common Stock (40,467.075 underlying)
Footnotes (4)
- [F1]PWP Holdings LP ("PWP OpCo") Common Units (which represent Class A partnership units of PWP OpCo) ("PWP OpCo Units") held by the Reporting Person and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP OpCo unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of Issuer Class B-1 common stock ("Class B-1 Shares") equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange.
- [F2]The Reporting Person is an aggregator partnership through which certain partners hold interests in PWP OpCo, the entity through which the Issuer holds its advisory business. On December 31, 2023 (the "Effective Date"), as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), the Reporting Person was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) the Reporting Person, which is the "surviving partnership" under the Act (the "Division").
- [F3]The Reporting Person changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 Class B-1 Shares previously held by the Reporting Person were allocated to VoteCo Professionals, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by the Reporting Person were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities.
- [F4]Subject to certain lock-up periods, PWP OpCo Units may be exchanged on certain dates for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. At such time, the applicable Unitholder will be required to surrender an equivalent number of Class B-1 Shares as described in Note (1). PWP OpCo Units do not expire.
Documents
Issuer
Perella Weinberg Partners
CIK 0001777835
Entity typeother
Related Parties
1- filerCIK 0001867861
Filing Metadata
- Form type
- 4
- Filed
- Jan 1, 7:00 PM ET
- Accepted
- Jan 2, 5:00 PM ET
- Size
- 10.1 KB