UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BRP GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
05589G102
(CUSIP Number)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05589G102
1. | Names of Reporting Persons.
L. Lowry Baldwin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
16,451,478 (1) | ||||
6. | Shared Voting Power
14,679,499 (2) | |||||
7. | Sole Dispositive Power
16,451,478 (1) | |||||
8. | Shared Dispositive Power
0 (2) |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,130,977 shares of Class A Common Stock (1)(2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
40.7% (3) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The total number of shares reported by L. Lowry Baldwin is equal to 16,451,478 shares that are owned by Baldwin Insurance Group Holdings, LLC, an entity controlled by L. Lowry Baldwin. |
(2) | As more fully described in Item 4 of this Schedule 13G, L. Lowry Baldwin may be deemed to beneficially own, as a result of certain voting covenants on matters submitted to the Issuers common stockholders pursuant to the Voting Agreement (as defined below), an aggregate of 14,679,499 shares of Class A common stock that are beneficially owned by the Reporting Persons. Capitalized terms used herein are defined in Items 2(a) or 4 below. |
(3) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Baldwin Insurance Group Holdings, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
16,451,478 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
16,451,478 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,451,478 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
26.4% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Millennial Specialty Holdco, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Florida |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
4,285,714 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
4,285,714 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,285,714 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
8.6% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Elizabeth H. Krystyn | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
2,340,876 (2) | |||||
7. | Sole Dispositive Power
2,340,876 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,340,876 shares of Class A Common Stock (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
4.9% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN, OO (Trustee) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
(2) | The total number of shares reported by Elizabeth H. Krystyn includes 270,511 shares owned by The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019 (as otherwise reported herein), 294,009 shares owned by The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019 (as otherwise reported herein), and 44,358 shares owned by Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein). |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
270,511 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
270,511 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
270,511 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.6% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
294,009 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
294,009 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
294,009 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.6% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
44,358 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
44,358 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
44,358 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Laura R. Sherman | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
2,540,875 (2) | |||||
7. | Sole Dispositive Power
2,540,875 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,540,875 shares of Class A Common Stock (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
5.3% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN, OO (Trustee) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
(2) | The total number of shares reported by Laura R. Sherman includes 135,247 shares owned by The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019 (as otherwise reported herein), 73,501 shares owned by The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019 (as otherwise reported herein) and 19,906 shares owned by The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 (as otherwise reported herein). |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
135,247 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
135,247 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
135,247 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
73,501 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
73,501 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
73,501 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
19,906 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
19,906 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,906 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.0% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Trevor L. Baldwin | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
141,743 | |||||
7. | Sole Dispositive Power
141,743 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
141,743 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% (1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Kristopher A. Wiebeck | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,529,895 (2) | |||||
7. | Sole Dispositive Power
1,529,895 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,529,895 shares of Class A Common Stock (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
3.2% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN, OO (Trustee) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
(2) | The total number of shares reported by Kristopher A. Wiebeck includes 431,427 shares owned by The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 (as otherwise reported herein) and 44,250 shares owned by Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 20, 2020 (as otherwise reported herein). |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
431,427 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
431,427 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
431,427 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.9% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
44,250 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
44,250 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
44,250 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.1% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
John A. Valentine | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,328,308 (2) | |||||
7. | Sole Dispositive Power
1,328,308 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,328,308 shares of Class A Common Stock (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.8% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN, OO (Trustee) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
(2) | The total number of shares reported by John A. Valentine includes 179,582 shares owned by The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 (as otherwise reported herein) and 10,744 shares owned by The John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein). |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
179,582 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
179,582 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
179,582 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.4% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
10,744 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
10,744 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,744 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.0% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Daniel A. Galbraith | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
1,387,311 | |||||
7. | Sole Dispositive Power
1,387,311 (2) | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,311 shares of Class A Common Stock (2) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
2.9% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN, OO (Trustee) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
(2) | The total number of shares reported by Daniel A. Galbraith includes 108,578 shares owned by Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (as otherwise reported herein). |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
108,578 | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
108,578 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
108,578 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2% (1) | |||||
12. | Type of Reporting Person (See Instructions)
OO (Trust) |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Bradford L. Hale | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
127,171 | |||||
7. | Sole Dispositive Power
127,171 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
127,171 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.3% (1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Joseph D. Finney | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
372,852 | |||||
7. | Sole Dispositive Power
372,852 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
372,852 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.8% (1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Christopher J. Stephens | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
71,430 | |||||
7. | Sole Dispositive Power
71,430 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
71,430 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.2% (1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
James M. Roche | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A. |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
266,700 | |||||
7. | Sole Dispositive Power
266,700 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
266,700 shares of Class A Common Stock | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.6% (1) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Highland Risk Services LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Illinois |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
286,624 (1) | |||||
7. | Sole Dispositive Power
0 | |||||
8. | Shared Dispositive Power
286,624 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
286,624 shares of Class A Common Stock (1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.6% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
OO |
(1) | Highland is wholly owned by Brian G. Daly. Therefore, Brian G. Daly, who is not a party to the Voting Agreement, may be deemed to have beneficial ownership over the shares held by Highland. |
(2) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
CUSIP No. 05589G102
1. | Names of Reporting Persons.
Brian G. Daly | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
U.S.A |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
6. | Shared Voting Power
286,624 (1) | |||||
7. | Sole Dispositive Power
286,624 | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
286,624 shares of Class A Common Stock (1) | |||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
11. | Percent of Class Represented by Amount in Row (9)
0.6% (1)(2) | |||||
12. | Type of Reporting Person (See Instructions)
IN |
(1) | The total amount of 286,624 shares reported by Brian G. Daly are owned by Highland, of which Brian G. Daly is the managing member. Therefore, Brian G. Daly, who is not a party to the Voting Agreement, may be deemed to have beneficial ownership over the shares held by Highland. |
(2) | Based on 45,803,968 shares of Class A common stock issued and outstanding as of February 12, 2021. |
ITEM 1. | (a) Name of Issuer: BRP Group, Inc. (the Issuer) |
(b) | Address of Issuers Principal Executive Offices: |
4211 W. Boy Scout Blvd.
Suite 800
Tampa, Florida 33607
ITEM 2. | (a) Name of Person Filing: |
This Schedule 13G is being filed by:
1. | L. Lowry Baldwin |
2. | Baldwin Insurance Group Holdings, LLC |
3. | Millennial Specialty Holdco, LLC |
4. | Elizabeth H. Krystyn |
5. | The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019 |
6. | The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019 |
7. | Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 |
8. | Laura R. Sherman |
9. | The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019 |
10. | The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019 |
11. | The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 |
12. | Trevor L. Baldwin |
13. | Kristopher A. Wiebeck |
14. | The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 |
15. | Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 |
16. | John A. Valentine |
17. | The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 |
18. | John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 |
19. | Daniel A. Galbraith |
20. | Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 |
21. | Bradford L. Hale |
22. | Joseph D. Finney |
23. | Christopher J. Stephens |
24. | James M. Roche |
25. | Highland Risk Services LLC (Highland) |
26. | Brian G. Daly |
The foregoing entities and persons are referred to collectively as the Reporting Persons. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the Exchange Act). The amended and restated joint filing agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1.
(b) | Address of Principal Business Office, or if None, Residence: |
The principal office and business address of the Reporting Persons is 4211 W. Boy Scout Blvd., Suite 800, Tampa, Florida 33607.
(c) | Citizenship or Place of Organization: |
See row 4 of the cover sheet of the Reporting Person.
(d) | Title of Class of Securities: |
This Schedule 13G relates to the Issuers Class A common stock, par value $0.01 per share.
(e) | CUSIP Number: |
05589G102
ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
ITEM 4. | OWNERSHIP. |
The information required by Item 4 is set forth in rows 5 11 of the cover page hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.
In connection with the closing of the Issuers initial public offering (the IPO), the Reporting Persons (other than Highland and Brian G. Daly, in his individual capacity) entered into a voting agreement (the Voting Agreement) pursuant to which they agreed to vote all their shares of voting stock, including Class A common stock and Class B common stock, in accordance with the instructions of L. Lowry Baldwin on any matter submitted to the common stockholders of the Issuer for a vote. On February 14, 2020, the Voting Agreement was amended and restated to add Highland as a party.
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
Not applicable.
ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Not applicable.
ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
Not applicable.
ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
ITEM 10. | CERTIFICATIONS. |
Not applicable.
EXHIBIT INDEX
Exhibit 24.1 | Power of Attorney for L. Lowry Baldwin (incorporated by reference to Exhibit 2.1 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.2 | Power of Attorney for Baldwin Insurance Group Holdings, LLC (incorporated by reference to Exhibit 2.2 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.3 | Power of Attorney for Millennial Specialty Holdco, LLC (incorporated by reference to Exhibit 2.3 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.4 | Power of Attorney for Elizabeth H. Krystyn (incorporated by reference to Exhibit 2.4 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.5 | Power of Attorney for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 (incorporated by reference to Exhibit 2.5 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.6 | Power of Attorney for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 (incorporated by reference to Exhibit 2.6 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.7 | Power of Attorney for Laura R. Sherman (incorporated by reference to Exhibit 2.7 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.8 | Power of Attorney for Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 (incorporated by reference to Exhibit 2.8 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.9 | Power of Attorney for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 (incorporated by reference to Exhibit 2.9 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.10 | Power of Attorney for Trevor L. Baldwin (incorporated by reference to Exhibit 2.10 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.11 | Power of Attorney for Kristopher Wiebeck (incorporated by reference to Exhibit 2.11 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.12 | Power of Attorney for Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (incorporated by reference to Exhibit 2.12 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.13 | Power of Attorney for John A. Valentine (incorporated by reference to Exhibit 2.13 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.14 | Power of Attorney for John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (incorporated by reference to Exhibit 2.14 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.15 | Power of Attorney for Dan Galbraith (incorporated by reference to Exhibit 2.15 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.16 | Power of Attorney for Bradford L. Hale (incorporated by reference to Exhibit 2.16 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.17 | Power of Attorney for Joseph D. Finney (incorporated by reference to Exhibit 2.17 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.18 | Power of Attorney for James M. Roche (incorporated by reference to Exhibit 2.18 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). |
Exhibit 24.19 | Power of Attorney for Highland Risk Services LLC (incorporated by reference to Exhibit 2.19 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.20 | Power of Attorney for Brian Daly (incorporated by reference to Exhibit 2.20 to the Schedule 13G filed by L. Lowry Baldwin with the Securities Exchange Commission on February 14, 2020). | |
Exhibit 24.21 | Power of Attorney for Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith). | |
Exhibit 24.22 | Power of Attorney for The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 (filed herewith). | |
Exhibit 24.23 | Power of Attorney for Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith). | |
Exhibit 24.24 | Power of Attorney for John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith). | |
Exhibit 24.25 | Power of Attorney for Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 (filed herewith). | |
Exhibit 99.1 | Amended and Restated Joint Filing Agreement (filed herewith). |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
1. | * | |
L. Lowry Baldwin | ||
2. | * | |
Baldwin Insurance Group Holdings, LLC | ||
3. | * | |
Millennial Specialty Holdco, LLC | ||
4. | * | |
Elizabeth H. Krystyn | ||
5. | * | |
The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I, Dated September 30, 2019 | ||
6. | * | |
The Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II, Dated September 30, 2019 | ||
7. | * | |
Elizabeth H. Krystyn 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | ||
8. | * | |
Laura R. Sherman | ||
9. | * | |
The Laura R. Sherman GRAT 2019-1, Dated September 30, 2019 | ||
10. | * | |
The Laura R. Sherman GRAT 2019-2, Dated September 30, 2019 | ||
11. | * | |
The Laura R. Sherman GRAT 2020-1, Dated September 30, 2020 | ||
12. | * | |
Trevor L. Baldwin |
13. | * | |
Kristopher A. Wiebeck | ||
14. | * | |
The Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 | ||
15. | * | |
Kristopher A. Wiebeck 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | ||
16. | * | |
John A. Valentine | ||
17. | * | |
The John A. Valentine 2019 Grantor Retained Annuity Trust, Dated September 30, 2019 | ||
18. | * | |
John A. Valentine 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | ||
19. | * | |
Daniel A. Galbraith | ||
20. | * | |
Daniel A. Galbraith 2020 Grantor Retained Annuity Trust, Dated September 30, 2020 | ||
21. | * | |
Bradford L. Hale | ||
22. | * | |
Joseph D. Finney | ||
23. | /s/ Christopher J. Stephens | |
Christopher J. Stephens | ||
24. | * | |
James M. Roche |
25. | * | |
Highland Risk Services LLC | ||
26. | * | |
Brian G. Daly |
*By | /s/ Christopher J. Stephens | |
Christopher J. Stephens Attorney-in-Fact |
Exhibit 24.21
LIMITED POWER OF ATTORNEY
February 12, 2021
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. | Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the Company), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); |
2. | Seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and |
3. | Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. |
The undersigned acknowledges that:
1. | This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information; |
2. | Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable; |
3. | Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and |
4. | This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
CHRISTOPHER J. STEPHENS | ||
By: | /s/ Christopher J. Stephens | |
Name: Christopher J. Stephens |
ELIZABETH H. KRYSTYN 2020 GRANTOR | ||
By: |
/s/ Elizabeth H. Krystyn | |
Name: Elizabeth H. Krystyn | ||
Title: Sole Trustee |
Exhibit 24.22
LIMITED POWER OF ATTORNEY
February 12, 2021
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. | Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the Company), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); |
2. | Seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and |
3. | Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. |
The undersigned acknowledges that:
1. | This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information; |
2. | Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable; |
3. | Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and |
4. | This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
CHRISTOPHER J. STEPHENS | ||
By: |
/s/ Christopher J. Stephens | |
Name: Christopher J. Stephens |
THE LAURA R. SHERMAN GRAT 2020-1, DATED SEPTEMBER 30, 2020 | ||
By: |
/s/ Laura R. Sherman | |
Name: Laura R. Sherman | ||
Title: Sole Trustee |
Exhibit 24.23
LIMITED POWER OF ATTORNEY
February 12, 2021
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. | Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the Company), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); |
2. | Seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and |
3. | Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. |
The undersigned acknowledges that:
1. | This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information; |
2. | Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable; |
3. | Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and |
4. | This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
CHRISTOPHER J. STEPHENS | ||
By: |
/s/ Christopher J. Stephens | |
Name: Christopher J. Stephens |
KRISTOPHER A. WIEBECK 2020 GRANTOR | ||
By: |
/s/ Kristopher A. Wiebeck | |
Name: Kristopher A. Wiebeck | ||
Title: Sole Trustee |
Exhibit 24.24
LIMITED POWER OF ATTORNEY
February 12, 2021
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. | Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the Company), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); |
2. | Seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and |
3. | Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. |
The undersigned acknowledges that:
1. | This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information; |
2. | Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable; |
3. | Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and |
4. | This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
CHRISTOPHER J. STEPHENS | ||
By: | /s/ Christopher J. Stephens | |
Name: Christopher J. Stephens |
JOHN A. VALENTINE 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ John A. Valentine | |
Name: John A. Valentine | ||
Title: Sole Trustee |
Exhibit 24.25
LIMITED POWER OF ATTORNEY
February 12, 2021
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Christopher J. Stephens, as the undersigneds true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. | Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of BRP Group, Inc., a Delaware corporation (the Company), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the Exchange Act); |
2. | Seek or obtain, as the undersigneds representative and on the undersigneds behalf, information on transactions in the Companys securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and |
3. | Perform any and all other acts which in the discretion of the attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. |
The undersigned acknowledges that:
1. | This Limited Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information provided to the attorney-in-fact without independent verification of such information; |
2. | Any documents prepared and/or executed by the attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as the attorney-in-fact, in his discretion, deems necessary or desirable; |
3. | Neither the Company nor the attorney-in-fact assumes (i) any liability for the undersigneds responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and |
4. | This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that the attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. |
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
CHRISTOPHER J. STEPHENS | ||
By: | /s/ Christopher J. Stephens | |
Name: Christopher J. Stephens |
DANIEL A. GALBRAITH 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ Daniel A. Galbraith | |
Name: Daniel A. Galbraith Title: Sole Trustee |
Exhibit 99.1
AMENDED AND RESTATED
JOINT FILING AGREEMENT
February 12, 2021
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to (i) this joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock of BRP Group, Inc., par value $0.01 per share, and (ii) that this Amended and Restated Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
This Amended and Restated Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
L. LOWRY BALDWIN | ||
By: | /s/ L. Lowry Baldwin | |
Name: L. Lowry Baldwin | ||
BALDWIN INSURANCE GROUP HOLDINGS, LLC | ||
By: | /s/ L. Lowry Baldwin | |
Name: L. Lowry Baldwin | ||
Title: Manager | ||
MILLENNIAL SPECIALTY HOLDCO, LLC | ||
By: | /s/ James M. Roche | |
Name: James M. Roche | ||
Title: Managing Partner | ||
ELIZABETH H. KRYSTYN | ||
By: | /s/ Elizabeth H. Krystyn | |
Name: Elizabeth H. Krystyn | ||
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST I DATED SEPTEMBER 30, 2019 | ||
By: | /s/ Elizabeth H. Krystyn | |
Name: Elizabeth H. Krystyn | ||
Title: Sole Trustee | ||
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST II DATED SEPTEMBER 30, 2019 | ||
By: | /s/ Elizabeth H. Krystyn | |
Name: Elizabeth H. Krystyn | ||
Title: Sole Trustee |
ELIZABETH H. KRYSTYN 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ Elizabeth H. Krystyn | |
Name: Elizabeth H. Krystyn | ||
Title: Sole Trustee | ||
LAURA R. SHERMAN | ||
By: | /s/ Laura R. Sherman | |
Name: Laura R. Sherman | ||
LAURA R. SHERMAN GRAT 2019-1 DATED SEPTEMBER 30, 2019 | ||
By: | /s/ Laura R. Sherman | |
Name: Laura R. Sherman | ||
Title: Sole Trustee | ||
LAURA R. SHERMAN GRAT 2019-2 DATED SEPTEMBER 30, 2019 | ||
By: | /s/ Laura R. Sherman | |
Name: Laura R. Sherman | ||
Title: Sole Trustee | ||
THE LAURA R. SHERMAN GRAT 2020-1, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ Laura R. Sherman | |
Name: Laura R. Sherman | ||
Title: Sole Trustee | ||
TREVOR L. BALDWIN | ||
By: | /s/ Trevor L. Baldwin | |
Name: Trevor L. Baldwin |
KRISTOPHER A. WIEBECK | ||
By: | /s/ Kristopher A. Wiebeck | |
Name: Kristopher A. Wiebeck | ||
KRISTOPHER A. WIEBECK 2019 GRANTOR RETAINED ANNUITY TRUST DATED SEPTEMBER 30, 2019 | ||
By: | /s/ Kristopher A. Wiebeck | |
Name: Kristopher A. Wiebeck | ||
Title: Sole Trustee | ||
KRISTOPHER A. WIEBECK 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ Kristopher A. Wiebeck | |
Name: Kristopher A. Wiebeck | ||
Title: Sole Trustee | ||
JOHN A. VALENTINE | ||
By: | /s/ John A. Valentine | |
Name: John A. Valentine | ||
JOHN A. VALENTINE 2019 GRANTOR RETAINED ANNUITY TRUST DATED SEPTEMBER 30, 2019 | ||
By: | /s/ John A. Valentine | |
Name: John A. Valentine | ||
Title: Sole Trustee |
JOHN A. VALENTINE 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ John A. Valentine | |
Name: John A. Valentine | ||
Title: Sole Trustee | ||
DANIEL A. GALBRAITH | ||
By: | /s/ Daniel A. Galbraith | |
Name: Daniel A. Galbraith | ||
DANIEL A. GALBRAITH 2020 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2020 | ||
By: | /s/ Daniel A. Galbraith | |
Name: Daniel A. Galbraith | ||
Title: Sole Trustee | ||
BRADFORD L. HALE | ||
By: | /s/ Bradford L. Hale | |
Name: Bradford L. Hale | ||
JOSEPH D. FINNEY | ||
By: | /s/ Joseph D. Finney | |
Name: Joseph D. Finney | ||
CHRISTOPHER J. STEPHENS | ||
By: | /s/ Christopher J. Stephens | |
Name: Christopher J. Stephens | ||
JAMES ROCHE | ||
By: | /s/ James M. Roche | |
Name: James M. Roche |
HIGHLAND RISK SERVICES LLC | ||
By: | /s/ Brian G. Daly | |
Name: Brian G. Daly | ||
Title: President | ||
BRIAN G. DALY | ||
By: | /s/ Brian G. Daly | |
Name: Brian G. Daly |