Michael Doak - Jul 17, 2024 Form 4 Insider Report for TWFG, Inc. (TWFG)

Role
Director
Signature
/s/ Julie E. Benes, as Attorney-in-Fact for Michael Doak
Stock symbol
TWFG
Transactions as of
Jul 17, 2024
Transactions value $
$9,999,995
Form type
4
Date filed
7/19/2024, 09:03 PM
Previous filing
Sep 1, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TWFG Class A Common Stock Award $0 +3.53K $0.00 3.53K Jul 17, 2024 Direct
transaction TWFG Class A Common Stock Purchase $10M +588K +16668.6% $17.00 592K Jul 19, 2024 By LLC F1, F2
transaction TWFG Class B Common Stock Other +1.82M 1.82M Jul 19, 2024 By LLC F2, F3, F4

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 TWFG Class B LLC Units in TWFG Holding Company, LLC Other -1.82M -100% 0 Jul 19, 2024 Class A Common Stock 1.82M By LLC F2, F3, F4
transaction TWFG Class B LLC Units in TWFG Holding Company, LLC Other +1.82M 1.82M Jul 19, 2024 Class A Common Stock 1.82M By LLC F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares purchased from the underwriters in the Issuer's initial public offering by Griffin Highline Capital, LLC.
F2 Griffin Highline Capital, LLC is the managing member of GHC Woodlands Holdings, Inc. ("GHC"). Mr. Michael Doak is the Chief Executive Officer, Co-Chairman and Manager of Griffin Highline Capital, LLC and has sole voting and dispositive power over the shares held by GHC and Griffin Highline Capital, LLC. Mr. Doak disclaims beneficial ownership of any units or shares owned by GHC or Griffin Highline Capital, LLC, except to the extent of his pecuniary interest therein.
F3 ( 1/2) Pursuant to the "reorganization transactions" (as defined in the Issuer's Registration Statement on Form S-1, as amended (File No. 333-280439) (the "Form S-1")) as part of the Issuer's initial public offering ("IPO"), and immediately prior to the closing of the IPO, (i) the Class B LLC Units of TWFG Holding Company LLC ("TWFG Holding") held by GHC were reclassified as LLC Units of TWFG Holding, and (ii) GHC now holds 1,820,234 LLC Units of TWFG Holdings and a corresponding number of non-economic voting shares of Class B Common Stock of the Issuer. As further described in the Form S-1, from and after the closing of the IPO, GHC will have the right, subject to the terms of the LLC Agreement of TWFG Holding, to require TWFG Holding to redeem all or a portion of its LLC Units for, at the Issuer's election, newly-issued shares of Class A Common Stock on a one-for-one basis or a cash payment equal to the VWAP of one share of Class A Common Stock for each LLC Unit redeemed and, upon
F4 (2/2) such exchange, an equivalent number of shares of Class B Common Stock of the Issuer held by GHC will be canceled.