Form 4 for BENF Beneficient
Accepted 2023-07-11 00:00:00 ET · period of report 2023-07-07 · accession 0001213900-23-056223 · 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 | 2023-07-11 | 2023-07-07 | BENF | GWG Holdings, Inc. | 10% | J - Other | $4.66 | +120.0K | 120.0K | New | +$559.1K |
| D | 2023-07-11 | 2023-07-07 | BENF | GWG Holdings, Inc. | 10% | J - Other | $4.66 | +43.92M | 102.53M | +75% | +$204.67M |
| DI | 2023-07-11 | 2023-07-07 | BENF | GWG Holdings, Inc. | 10% | J - Other | — | -120.0K | 0 | -100% | — |
| D | 2023-07-11 | 2023-07-07 | BENF | GWG Holdings, Inc. | 10% | J - Other | — | -43.92M | 0 | -100% | — |
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, $0.001 par value | 2023-07-07 | J | A | 119,975 | $4.66 | 119,975 | I | — | — | (F2) Conversion price was $4.65932. Amount has been rounded as a result of electronic filing format. |
| 2 | Common | Class A Common Stock, $0.001 par value | 2023-07-07 | J | A | 43,920,786 | $4.66 | 102,530,679 | D By Subsidiary | — | — | (F2) Conversion price was $4.65932. Amount has been rounded as a result of electronic filing format. (F3) Securities are owned directly by GWG Life, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities. On June 7, 2023, the reporting person filed a Form 3 that inadvertently reported direct beneficial ownership of the reported securities described in this row. |
| 3 | Derivative | Preferred C-1 Unit of Beneficient Company Holdings, L.P. | 2023-07-07 | J | D | 119,975 | — | 0 | I | $10.20 · — to — | 119,975 Class A Common Stock, $0.001 par value | (F7) The capital account balance of the Preferred C-1 Units held by GWG Life, LLC prior to conversion was $559,000. (F1) Pursuant to a reclassification exempt under Rule 16b-7, the Preferred C-1 Units beneficially owned by the reporting person automatically converted to the Class A Common Stock on July 7, 2023 based on a conversion price per share equal to the lower of (i) the volume-weighted average trading price of the issuer's Class A common stock for the 20 trading days following June 7, 2023 (the "VWAP Price"); and (ii) $10.20. The VWAP Price was $4.65932 resulting in the issuance of 44,040,761 shares of Class A Common Stock. (F6) The Preferred C-1 Units beneficially owned by the reporting person provide for automatic conversion to the Class A Common Stock on the business day after the VWAP Period. The "VWAP Period" is the period commencing on the first trading day after June 7, 2023 and ending on the 20th trading day after June 7, 2023. The Preferred C-1 Units did not have an expiration date. |
| 4 | Derivative | Preferred C-1 Unit of Beneficient Company Holdings, L.P. | 2023-07-07 | J | D | 43,920,786 | — | 0 | D By Subsidiary | $10.20 · — to — | 43,920,786 Class A Common Stock, $0.001 par value | (F5) The capital account balance of the Preferred C-1 Units held by GWG Holdings, Inc. prior to conversion was $204,641,000. (F1) Pursuant to a reclassification exempt under Rule 16b-7, the Preferred C-1 Units beneficially owned by the reporting person automatically converted to the Class A Common Stock on July 7, 2023 based on a conversion price per share equal to the lower of (i) the volume-weighted average trading price of the issuer's Class A common stock for the 20 trading days following June 7, 2023 (the "VWAP Price"); and (ii) $10.20. The VWAP Price was $4.65932 resulting in the issuance of 44,040,761 shares of Class A Common Stock. (F3) Securities are owned directly by GWG Life, LLC, which is a wholly owned subsidiary of GWG Holdings, Inc. As such, GWG Holdings, Inc. is an indirect beneficial owner of the reported securities. On June 7, 2023, the reporting person filed a Form 3 that inadvertently reported direct beneficial ownership of the reported securities described in this row. (F6) The Preferred C-1 Units beneficially owned by the reporting person provide for automatic conversion to the Class A Common Stock on the business day after the VWAP Period. The "VWAP Period" is the period commencing on the first trading day after June 7, 2023 and ending on the 20th trading day after June 7, 2023. The Preferred C-1 Units did not have an expiration date. |