| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | PWP | Class B-1 Common Stock | Dec 31, 2023 | Class A Common Stock | 40.5K | Direct | F1, F2, F3 |
| Id | Content |
|---|---|
| F1 | PWP Professional Partners LP ("Professional Partners") is an aggregator partnership through which certain partners hold interests in PWP Holdings LP ("PWP OpCo"), the entity through which Perella Weinberg Partners (the "Issuer") holds its advisory business. On December 31, 2023 (the "Effective Date"), as part of an internal reorganization and in accordance with Section 17-220 of the Delaware Revised Uniform Limited Partnership Act (the "Act"), Professional Partners was divided into: (i) PWP VoteCo Professionals LP ("VoteCo Professionals"), (ii) PWP AdCo Professionals LP ("AdCo Professionals") and (iii) Professional Partners, which is the "surviving partnership" under the Act (the "Division"). |
| F2 | Professional Partners changed its name to PWP AmCo Professionals LP ("AmCo Professionals") in connection with the Division. In the Division, (i) 40,467,075 shares of Issuer Class B-1 common stock ("Class B-1 Shares") previously held by Professional Partners were allocated to the Reporting Person, a Delaware limited partnership, and (ii) 40,467,075 PWP OpCo Units (as defined below) previously held by Professional Partners were allocated to AdCo Professionals. This Division did not involve any purchase or sale of Issuer securities. |
| F3 | PWP OpCo Common Units (which represent Class A partnership units of PWP Holdings LP) ("PWP OpCo Units") held by AdCo Professionals and partners other than the Issuer can be exchanged for Issuer stock or cash on certain dates. Concurrently with an exchange of PWP OpCo Units for shares of Issuer Class A common stock ("Class A Shares") or cash by an exchanging PWP Holdings LP unitholder ("Unitholder"), 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, 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. VoteCo Professionals will distribute such Class B-1 Shares to the applicable Unitholder immediately prior to any such exchange. |
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.