PWP Professional Partners LP - Jun 24, 2021 Form 4 Insider Report for Perella Weinberg Partners (PWP)

Role
Director
Signature
/s/ Mark Polemeni, as Authorized Person
Stock symbol
PWP
Transactions as of
Jun 24, 2021
Transactions value $
$0
Form type
4
Date filed
6/28/2021, 09:22 PM
Next filing
Jan 25, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PWP Class B-1 Common Stock Award $0 +45.6M $0.00 45.6M Jun 24, 2021 Class A Common Stock 45.6K Direct F1
transaction PWP PWP Holdings LP Common Units Award $0 +45.6M $0.00 45.6M Jun 24, 2021 Class A Common Stock 45.6M Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Concurrently with an exchange of PWP Holdings LP Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") for shares of Class A common stock ("Class A Shares") or cash by a PWP Holdings LP unitholder ("Unitholder") who also holds shares of Class B-1 common stock ("Class B-1 Shares"), such Unitholder will be required to surrender to the Issuer a number of Class B-1 Shares equal to the number of PWP OpCo Units exchanged, and such Class B-1 Shares will be converted into Class A Shares or, at the option of the Issuer, for an equivalent amount of cash, which will be delivered to such Unitholder at a conversion rate of 0.001 Class A Share for one Class B-1 Share.
F2 Subject to certain lock-up periods, PWP OpCo Units, upon the surrender of an equal number of Class B-1 Shares, may be exchanged for Class A Shares on a one-for-one basis or, at the option of the Issuer, for an equivalent amount of cash. PWP OpCo Units do not expire.

Remarks:

Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed a director by deputization with respect to the Issuer by virtue of the Reporting Person's right to designate a majority of the Issuer's board of directors, subject to certain conditions, pursuant to the Stockholder's Agreement, dated June 24, 2021, by and between the Issuer and the Reporting Person.