Richard F. Bunch III - Jul 17, 2024 Form 3 Insider Report for TWFG, Inc. (TWFG)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Julie E. Benes, as Attorney-in-Fact for Richard F. Bunch
Stock symbol: TWFG
Transactions as of: Jul 17, 2024
Transactions value $: $0
Form type: 3
Date filed: 7/17/2024, 06:14 PM
Previous filing: Jul 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TWFG	Class A Common Stock						100	Jul 17, 2024	By LLC	F1

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
holding	TWFG	Class C LLC Units in TWFG Holding Company, LLC							Jul 17, 2024	Class A Common Stock	34.2M		By LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Class A common Stock of the Issuer and the Class C LLC Units of TWFG Holding Company, LLC ("TWFG Holding") are owned directly by Bunch Family Holdings LLC ("Bunch Holdings"), a ten percent owner of the Issuer, and indirectly by Richard F. Bunch III, who is sole member of Bunch Holdings. Richard F. Bunch III is a director, officer and ten percent owner of the Issuer.
F2	Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439)), as part of the Issuer's initial public offering, (i) the Class C LLC Units of TWFG Holding held by Bunch Holdings will be reclassified as LLC Units of TWFG Holding, (ii) Bunch Holdings will exchange 342,362 LLC Units of TWFG Holding for 342,362 shares of Class A Common Stock of the Issuer, and (iii) Bunch Holdings will continue to hold 33,893,810 LLC Units of TWFG Holdings and will hold a corresponding number of shares of Class C Common Stock of the Issuer. Each LLC Unit of TWFG Holdings held by the Reporting Persons is exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, and upon such exchange, an equivalent number of shares of Class C Common Stock of the Issuer held by the Reporting Persons will be canceled.

Content

The shares of Class A common Stock of the Issuer and the Class C LLC Units of TWFG Holding Company, LLC ("TWFG Holding") are owned directly by Bunch Family Holdings LLC ("Bunch Holdings"), a ten percent owner of the Issuer, and indirectly by Richard F. Bunch III, who is sole member of Bunch Holdings. Richard F. Bunch III is a director, officer and ten percent owner of the Issuer.

Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439)), as part of the Issuer's initial public offering, (i) the Class C LLC Units of TWFG Holding held by Bunch Holdings will be reclassified as LLC Units of TWFG Holding, (ii) Bunch Holdings will exchange 342,362 LLC Units of TWFG Holding for 342,362 shares of Class A Common Stock of the Issuer, and (iii) Bunch Holdings will continue to hold 33,893,810 LLC Units of TWFG Holdings and will hold a corresponding number of shares of Class C Common Stock of the Issuer. Each LLC Unit of TWFG Holdings held by the Reporting Persons is exchangeable for shares of Class A Common Stock of the Issuer on a one-for-one basis, and upon such exchange, an equivalent number of shares of Class C Common Stock of the Issuer held by the Reporting Persons will be canceled.

Remarks:

Exhibits 24.1 and 24.2 - Powers of Attorney