FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/28/2019 |
3. Issuer Name and Ticker or Trading Symbol
BRP Group, Inc. [ BRP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class B Common Stock | 3,077,559(1)(2)(3) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
LLC Units in Baldwin Risk Partners, LLC | (4) | (4) | Class A Common Stock | 3,077,559(1)(3)(4) | 0 | D |
Explanation of Responses: |
1. These securities were acquired through conversion, immediately prior to the issuer's initial public offering, of historical interest held in Baldwin Rick Partners, LLC. |
2. This excludes securities owned by members of the Voting Group relating to a voting agreement between the reporting persons and members of the Voting Group, for which the reporting person disclaims beneficial ownership. The Voting Group refers to members of a separate voting agreement with (and with respect to the reported securities owned by) Baldwin Insurance Group Holdings, LLC, Millennial Specialty Holdco, LLC, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Laura R. Sherman GRAT 2019-1,Laura R. Sherman GRAT 2019-2,John A. Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust, Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934. |
3. The equity interests of the reporting person is wholly-owned in equal amounts by three family trusts (collectively, the "Family Trusts") consisting of the Tracy Morse Family Trust u/a/d October 1, 2019 ("TMD Trust"), the Mark G. Morse Family Trust u/a/d September 8, 2005 ("MGM Trust"), and Jennifer L. Parr Family Trust u/a/d October 6, 2005 ("JLP Trust"), with Tracy Morse Dadeo as trustee of TMD Trust, Mark G. Morse as trustee of MGM Trust, and Jennifer L. Parr as the trustee of JLP Trust. The reporting person has five managers, including Mark G. Morse. There is no contract, arrangement, understanding, relationship between the Family Trusts or their trustees relating to voting or disposition of the securities of the reporting person or with respect to the reported securities, and each of the Family Trusts, their respective trustee, and managers of the reporting person disclaims ownership of the reported securities except to the extent of their own pecuniary interest therein. |
4. Each LLC Unit, together with a share of Class B Common Stock, may be converted by the holder into one share of Class A Common Stock at any time. The LLC Units do not expire. |
Kelsea Morse Manly | 10/30/2019 | |
Mark G. Morse | 10/30/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |