3//SEC Filing
PWP VoteCo Professionals LP 3
Accession 0001777835-24-000007
CIK 0001777835other
Filed
Jan 8, 7:00 PM ET
Accepted
Jan 9, 9:34 PM ET
Size
7.2 KB
Accession
0001777835-24-000007
Insider Transaction Report
Form 3
PWP VoteCo Professionals LP
Director
Holdings
Class B-1 Common Stock
→ Class A Common Stock (40,467.075 underlying)
Footnotes (3)
- [F1]PWP Professional Partners LP ("Professional Partners") is an aggregator partnership through which certain partners hold interests in PWP Holdings LP ("PWP OpCo"), the entity through which Perella Weinberg Partners (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"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which is the "surviving partnership" under the Act (the "Division").
- [F2]Professional Partners changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 shares of Issuer Class B-1 common stock ("Class B-1 Shares") previously held by Professional Partners were allocated to the Reporting Person, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by Professional Partners were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities.
- [F3]PWP OpCo Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") held by AdCo Professionals 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 Holdings LP unitholder ("Unitholder"), such Unitholder will be required to surrender to the Issuer a number of 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.
Documents
Issuer
Perella Weinberg Partners
CIK 0001777835
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002006612
Filing Metadata
- Form type
- 3
- Filed
- Jan 8, 7:00 PM ET
- Accepted
- Jan 9, 9:34 PM ET
- Size
- 7.2 KB