PWP Professional Partners LP - Dec 1, 2022 Form 4 Insider Report for Perella Weinberg Partners (PWP)

Role
Director
Signature
/s/ Mark Polemeni, as Authorized Person
Stock symbol
PWP
Transactions as of
Dec 1, 2022
Transactions value $
$0
Form type
4
Date filed
12/2/2022, 03:54 PM
Previous filing
Sep 7, 2022
Next filing
Mar 1, 2023

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 Other $0 -362K -0.84% $0.00 42.6M Dec 1, 2022 Class A Common Stock 362K Direct F1, F2
transaction PWP PWP Holdings LP Common Units Other $0 -362K -0.84% $0.00 42.6M Dec 1, 2022 Class A Common Stock 362K Direct F2, F3
* 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 Reflects a distribution of PWP OpCo Units and an equivalent number of Class B-1 Shares by the Reporting Person to one or more of its limited partners.
F3 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.