Form 4 for BWIN Baldwin Insurance Group, Inc.
Accepted 2024-03-13 00:00:00 ET · period of report 2024-03-11 · accession 0001214659-24-004519 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-03-13 | 2024-03-11 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | C - Cnv Deriv | $0.00 | 0 | 100.0K | New | $0 |
| DMI | 2024-03-13 | 2024-03-11+ | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | S - Sale | $28.93 | -100.0K | 37.4K | -73% | -$2.89M |
| DMI | 2024-03-13 | 2024-03-11 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | J - Other | $0.00 | -2.12M | 13.37M | -14% | $0 |
| DMI | 2024-03-13 | 2024-03-11 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | J - Other | $0.00 | -2.12M | 13.27M | -14% | $0 |
| DI | 2024-03-13 | 2024-03-11 | BWIN | Baldwin Lowry | Dir, 10%, See Remarks | C - Cnv Deriv | $0.00 | -100.0K | 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 B Common Stock | 2024-03-11 | C | D | 100,000 | $0.00 | 0 | I By Trust | — | — | (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 2 | Common | Class A Common Stock | 2024-03-11 | C | A | 100,000 | $0.00 | 100,000 | I By Trust | — | — | (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 3 | Common | Class A Common Stock | 2024-03-12 | S | D | 19,251 | $28.55 | 18,120 | I By Trust | — | — | (F6) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.29 to $28.86. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 4 | Common | Class A Common Stock | 2024-03-12 | S | D | 18,120 | $29.31 | 0 | I By Trust | — | — | (F7) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.71 to $29.66. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 5 | Common | Class B Common Stock | 2024-03-11 | J | A | 100,000 | $0.00 | 100,000 | I By Trust | — | — | (F3) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person (who is the sole manager of the managing member of BIGH and who is deemed to have beneficial ownership of the securities held by BIGH to the extent of his pecuniary therein) caused BIGH to distribute securities that were held by BIGH to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee, 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. |
| 6 | Common | Class B Common Stock | 2024-03-11 | J | D | 100,000 | $0.00 | 13,274,090 | I By Baldwin Insurance Group Holdings, LLC | — | — | (F3) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person (who is the sole manager of the managing member of BIGH and who is deemed to have beneficial ownership of the securities held by BIGH to the extent of his pecuniary therein) caused BIGH to distribute securities that were held by BIGH to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F2) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. |
| 7 | Common | Class B Common Stock | 2024-03-11 | J | D | 2,117,388 | $0.00 | 13,374,090 | I By Baldwin Insurance Group Holdings, LLC | — | — | (F1) These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC ("BIGH") in exchange for a corresponding reduction in such member's ownership of BIGH. (F2) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. |
| 8 | Common | Class A Common Stock | 2024-03-11 | S | D | 62,629 | $28.94 | 37,371 | I By Trust | — | — | (F5) The price reported is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $28.72 to $29.03. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. |
| 9 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2024-03-11 | J | D | 2,117,388 | $0.00 | 13,374,090 | I By Baldwin Insurance Group Holdings, LLC | $0.00 · — to — | 2,117,388 Class A Common Stock | (F1) These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC ("BIGH") in exchange for a corresponding reduction in such member's ownership of BIGH. (F2) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. (F8) 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. |
| 10 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2024-03-11 | J | A | 100,000 | $0.00 | 100,000 | I By Trust | $0.00 · — to — | 100,000 Class A Common Stock | (F1) These securities were distributed to a member of Baldwin Insurance Group Holdings, LLC ("BIGH") in exchange for a corresponding reduction in such member's ownership of BIGH. (F2) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. (F8) 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. |
| 11 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2024-03-11 | C | D | 100,000 | $0.00 | 0 | I By Trust | $0.00 · — to — | 100,000 Class A Common Stock | (F4) The securities are directly held by the Baldwin Revocable Trust, of which the reporting person serves as the sole trustee. (F8) 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. |
| 12 | Derivative | LLC Units in Baldwin Risk Partners, LLC | 2024-03-11 | J | D | 100,000 | $0.00 | 13,274,090 | I By Baldwin Insurance Group Holdings, LLC | $0.00 · — to — | 100,000 Class A Common Stock | (F3) In a transaction exempt from Section 16 pursuant to Rule 16a-13, the reporting person (who is the sole manager of the managing member of BIGH and who is deemed to have beneficial ownership of the securities held by BIGH to the extent of his pecuniary therein) caused BIGH to distribute securities that were held by BIGH to the L. Lowry Baldwin Revocable Family Trust (the "Baldwin Revocable Trust"), of which the reporting person serves as the sole trustee, in exchange for a corresponding reduction in the Baldwin Revocable Trust's ownership of BIGH. (F2) The reporting person disclaims beneficial ownership in these securities except to the extent of his pecuniary interest therein. (F8) 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. |