| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TIG | Common Stock, par value $0.01 per share | Disposed to Issuer | -270 | -100% | 0 | Apr 21, 2023 | See footnotes | F1, F2, F3, F4 | ||
| transaction | TIG | Common Stock, par value $0.01 per share | Disposed to Issuer | -19.5M | -100% | 0 | Apr 21, 2023 | See footnotes | F1, F2, F3, F5 | ||
| transaction | TIG | Common Stock, par value $0.01 per share | Disposed to Issuer | -61 | -100% | 0 | Apr 21, 2023 | See footnotes | F1, F2, F6, F7 | ||
| transaction | TIG | Common Stock, par value $0.01 per share | Disposed to Issuer | -4.48M | -100% | 0 | Apr 21, 2023 | See footnotes | F1, F2, F6, F8 |
Altaris Partners, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of December 15, 2022 (the "Merger Agreement"), by and among Treadstone Parent Inc., a Delaware corporation ("Parent"), Treadstone Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent ("Merger Sub"), and Trean Insurance Group, Inc. (the "Company"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $6.15. As a result of the Merger, each of the Reporting Persons no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. |
| F2 | The reported shares of Company Common Stock, in connection with closing of the merger and pursuant to contribution and exchange agreements, were disposed of in exchange for equity interests in an indirect owner of Parent, with an equivalent aggregate value as of the effective date of the merger, based on the per share merger consideration of $6.15. |
| F3 | Altaris Health Partners III, L.P. ("Altaris III") is the sole owner of each of AHP-TH LLC and AHP-BHC LLC. AHP III GP, L.P. ("III GP") is the general partner of Altaris III. Altaris Partners, LLC ("Altaris LLC") is the general partner of III GP. The Reporting Person and George Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by AHP-TH LLC or AHP-BHC LLC may have been deemed to be beneficially owned by Altaris III, III GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies. |
| F4 | The reported securities were held directly by AHP-TH LLC. |
| F5 | The reported securities were held directly by AHP-BHC LLC. |
| F6 | Altaris Constellation Partners, L.P. ("Altaris Constellation") is the sole owner of each of ACP-TH LLC and ACP-BHC LLC. AHP Constellation GP, L.P. ("Constellation GP") is the general partner of Altaris Constellation. Altaris LLC is the general partner of Constellation GP. The Reporting Person and Mr. Aitken-Davies are the Managers of Altaris LLC. Each of the Reporting Person and Mr. Aitken-Davies is in a position directly and indirectly to determine the investment and voting decisions made by Altaris LLC and the affiliated entities listed above. As such, any securities held directly by ACP-TH LLC or ACP-BHC LLC may have been deemed to be beneficially owned by Altaris Constellation, Constellation GP, Altaris LLC, the Reporting Person and Mr. Aitken-Davies. |
| F7 | The reported securities were held directly ACP-TH LLC. |
| F8 | The reported securities were held directly by ACP-BHC LLC. |
This Form 4 is filed by more than one reporting person and is a joint filing with the Form 4 filed by Daniel Tully on April 25, 2023 and relates to the same holdings. Each of the reporting persons on this Form 4 may be deemed a director by deputization as a result of Mr. Daniel Tully serving on the board of directors of the Issuer, and as a result of the reporting persons on this Form 4 having the right to nominate directors to the board of the Issuer pursuant to a Director Nomination Agreement. This filing shall not be deemed an admission by any reporting person on this Form 4 that such person is a director by deputization.