Form 4 for STGW Stagwell Inc
Accepted 2025-04-02 00:00:00 ET · period of report 2025-03-31 · accession 0001104659-25-031307 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-04-02 | 2025-03-31 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | D - Sale to Iss | $0.00 | -106.7K | 2.56M | -4% | $0 |
| D | 2025-04-02 | 2025-03-31 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | F - Tax | $5.93 | -191.4K | 2.37M | -7% | -$1.13M |
| DI | 2025-04-02 | 2025-04-02 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | M - OptEx | — | +151.65M | 151.78M | +116,653% | — |
| DI | 2025-04-02 | 2025-04-02 | STGW | Penn Mark Jeffery | CEO, Dir, 10% | M - OptEx | $0.00 | -151.65M | 0 | -100% | $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 | 2025-03-31 | D | D | 106,746 | $0.00 | 2,559,008 | D See Footnote | — | — | (F1) Represents shares of restricted stock forfeited to the Issuer in connection with the partial vesting of a restricted stock award. (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. (F5) The Reporting Person is the controlling person of The Stagwell Group LLC ("Stagwell Group"). Stagwell Group holds directly 130,000 shares of Class A Common Stock of the Issuer. (F4) The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Following the reported transaction, Stagwell Media holds directly 151,648,741 shares of Class A Common Stock and zero shares of Class C Common Stock. |
| 2 | Common | Class A Common Stock | 2025-03-31 | F | D | 191,354 | $5.93 | 2,367,654 | D | — | — | (F2) Represents shares withheld by the Issuer to satisfy tax withholding requirements on the nonreportable vesting of restricted stock. |
| 3 | Common | Class A Common Stock | 2025-04-02 | M | A | 151,648,741 | — | 151,778,741 | I | — | — | (F3) On April 2, 2025, Stagwell Media (as defined and discussed in footnote 4 hereto) exchanged all of its 151,648,741 Paired Equity Interests (as defined and discussed in footnote 7 hereto) for an equal number of shares of Class A Common Stock of the Issuer. |
| 4 | Derivative | Class C Common Stock | 2025-04-02 | M | D | 151,648,741 | $0.00 | 0 | I See Footnote | — · — to — | 151,648,741 Class A Common | (F3) On April 2, 2025, Stagwell Media (as defined and discussed in footnote 4 hereto) exchanged all of its 151,648,741 Paired Equity Interests (as defined and discussed in footnote 7 hereto) for an equal number of shares of Class A Common Stock of the Issuer. (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. (F4) The Reporting Person is the controlling person of Stagwell Media LP ("Stagwell Media"). Following the reported transaction, Stagwell Media holds directly 151,648,741 shares of Class A Common Stock and zero shares of Class C Common Stock. (F7) A holder of shares of Class C Common Stock may, at its option, exchange its shares of Class C Common Stock, together with its corresponding interest in a 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). (F8) The right of a holder of shares of Class C Common Stock to exchange such shares for Class A Common Stock is not subject to a date exercisable or an expiration date. |