Form 4 for BWIN Baldwin Insurance Group, Inc.
Accepted 2023-09-08 00:00:00 ET · period of report 2023-09-06 · accession 0001214659-23-012232 · 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 | 2023-09-08 | 2023-09-06 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | S - Sale | — | -172.0K | 0 | -100% | — |
| DMI | 2023-09-08 | 2023-09-06 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | J - Other | $0.00 | 0 | 120.0K | New | $0 |
| DMI | 2023-09-08 | 2023-09-06 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | J - Other | $0.00 | 0 | 15.69M | New | $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 | 2023-09-06 | S | D | 172,000 | — | 0 | I See Footnote | — | — | (F1) The shares are held by J&L Triple B Ranch, LLLP ("J&L"). Prior to this transaction, the general partner of J&L was Shibumi Services, LLC ("Shibumi") of which the reporting person is the sole manager. On September 6, 2023, Shibumi sold its 1% general partnership interest in J&L for an aggregate purchase price of $74,140. The reporting person disclaims beneficial ownership in these shares except to the extent of his pecuniary interest therein. |
| 2 | Common | Class B Common Stock | 2023-09-06 | J | D | 120,000 | $0.00 | 15,691,478 | I By Baldwin Insurance Group Holdings, LLC | — | — | (F2) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person transferred shares that he held indirectly through Baldwin Insurance Group Holdings, LLC ("BIGH") to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee and beneficiary, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F3) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. |
| 3 | Common | Class B Common Stock | 2023-09-06 | J | A | 120,000 | $0.00 | 120,000 | I By Trust | — | — | (F2) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person transferred shares that he held indirectly through Baldwin Insurance Group Holdings, LLC ("BIGH") to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee and beneficiary, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee and beneficiary. |
| 4 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2023-09-06 | J | A | 120,000 | $0.00 | 120,000 | I By Trust | $0.00 · — to — | 120,000 Class A Common Stock | (F2) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person transferred shares that he held indirectly through Baldwin Insurance Group Holdings, LLC ("BIGH") to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee and beneficiary, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee and beneficiary. (F5) Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire. |
| 5 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2023-09-06 | J | D | 120,000 | $0.00 | 15,691,478 | I By Baldwin Insurance Group Holdings, LLC | $0.00 · — to — | 120,000 Class A Common Stock | (F2) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person transferred shares that he held indirectly through Baldwin Insurance Group Holdings, LLC ("BIGH") to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee and beneficiary, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F3) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. (F5) Each LLC Unit, together with a share of Class B common stock, may be exchanged by the holder into one share of Class A common stock at any time. The LLC Units do not expire. |