Form 4 for STGW Stagwell Inc
Accepted 2022-08-17 00:00:00 ET · period of report 2022-06-09 · accession 0001104659-22-092285 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2022-08-17 | 2022-06-09 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | J - Other | $0.00 | -388.1K | 26.50M | -1% | $0 |
| DI | 2022-08-17 | 2022-06-09 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | M - OptEx | — | +388.1K | 26.89M | +1% | — |
| D | 2022-08-17 | 2022-08-15 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | A - Grant | $0.00 | +593.0K | 1.76M | +51% | $0 |
| DI | 2022-08-17 | 2022-06-09 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | M - OptEx | $0.00 | -388.1K | 164.43M | -0.2% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-06-09 | J | D | 388,122 | $0.00 | 26,502,414 | I See Footnote | — | — | (F2) The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group directly holds 130,000 shares of Class A Common Stock of the Issuer. Stagwell Group is the manager of Stagwell Agency Holdings LLC, which directly holds 26,372,414 shares of Class A Common Stock of the Issuer. Amounts reported also reflect an aggregate of 388,122 shares of Class A Common Stock of the Issuer acquired upon the exchange of an equal number of Paired Equity Interests by Stagwell Media and Stagwell Friends and Family and distributed to limited partners and members of Stagwell Media and Stagwell Friends and Family for no consideration. (F3) The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 2 | Common | Class A Common Stock | 2022-06-09 | M | A | 388,122 | — | 26,890,536 | I See Footnote | — | — | (F1) On June 9, 2022, Stagwell Media and Stagwell Friends and Family (each as defined and discussed in footnote 4 hereto) exchanged 388,122 Paired Equity Interests (as defined and discussed in footnote 4 hereto) for an equal number of shares of Class A Common Stock of the Issuer and distributed such shares to certain of their limited partners and members for no consideration. (F2) The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group directly holds 130,000 shares of Class A Common Stock of the Issuer. Stagwell Group is the manager of Stagwell Agency Holdings LLC, which directly holds 26,372,414 shares of Class A Common Stock of the Issuer. Amounts reported also reflect an aggregate of 388,122 shares of Class A Common Stock of the Issuer acquired upon the exchange of an equal number of Paired Equity Interests by Stagwell Media and Stagwell Friends and Family and distributed to limited partners and members of Stagwell Media and Stagwell Friends and Family for no consideration. (F3) The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3 | Common | Class A Common Stock | 2022-08-15 | A | A | 593,031 | $0.00 | 1,755,847 | D | — | — | (F4) Represents 593,031 restricted shares of Class A Common Stock of the Issuer awarded to the Reporting Person on August 15, 2022. The restricted shares will vest on March 31, 2025, subject to the achievement of financial performance targets and the Reporting Person's continued service through such date. |
| 4 | Derivative | Class C Common Stock | 2022-06-09 | M | D | 388,122 | $0.00 | 164,426,788 | I See Footnote | — · — to — | 388,122 Class A Common Stock | (F5) The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Stagwell Media directly holds 160,909,058 shares of Class C Common Stock of the Issuer. Stagwell Media is the manager of Stagwell Friends and Family LLC ("Stagwell Friends and Family"), which directly holds 3,517,730 shares of Class C Common Stock of the Issuer. The shares of Class C Common Stock are voting-only shares that have no economic interest in the Issuer and are not registered or listed shares. The holder of Class C Common Stock may, at its option, exchange its Class C Common Stock, together with its corresponding economic interest in a wholly-owned subsidiary of the Issuer (collectively, a "Paired Equity Interest"), for shares of Class A Common Stock on a one-for-one basis (i.e., one Paired Equity Interest for one share of Class A Common Stock). (F6) The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (F7) The right of any holder of the Class C Common Stock to exchange such shares for Class A Common Stock is not subject to an expiration date. |